Naruto: Into the Spiderverse
by D-Ranked Writer
Summary: Alright, let's do this one more time. Naruto Namikaze is your everyday kid just trying to survive school and an overbearing mother. After being bitten by a radioactive spider, he becomes Spider-man. Not the first Spider-man and certainly not the only one, as he soon comes to discover. With this revelation, all he can hope to do is try and be the best Spider-man he can possibly be.
1. Chapter 1

**Hope you guys enjoy.**

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Naruto was enjoying a dream he immediately forgot the moment he was awakened by hushed giggles. Feeling very warm and very comfortable wrapped up in his sheets, he gave no mind to the noise, opting to fall back into slumber's sweet embrace.

That was until there was a feint flash followed closely by louder giggles that sounded awfully familiar.

"Mom? What are you - " Naruto began, his words slurred by his sleep impaired state of mind. Just as he opened his eyes, he was blinded by yet another flash, washing away his drowsiness immediately. "Mom! I told you not to take pictures of me while I sleep!"

Standing above him in the darkened room was the outline of his mother, illuminated only by the light coming from the hallway. He fumbled with his wrist watch, trying to find the application to turn on his lights, and was blinded twice more by the flashes before he was finally able to turn them on.

He was greeted with the sight of his mother smiling mischievously down at him from behind her camera. Her blue eyes were shining with mirth, vibrant red hair tied in a tail hung over her left shoulder, held together by a single orange hair band. She was wearing her favorite green dress over a white shirt.

"But how else am I supposed to remember my baby boy's second week of school?" Kushina asked, turning her phone to show him the last picture she had taken.

"Mom," Naruto groaned in embarrassment. In the picture one of his eyes was shut and his hair was a mess as he reached for the camera. "Just remember it like normal people! Or at least wait until I'm up, you nearly blinded me!"

"It's all about making memories!" Kushina cheered, raising her phone to take more pictures.

"Get out!" Naruto shouted, throwing his pillow at her.

His mother dodged the pillow easily, running out of the room to escape the volley of pillows he was lobbing at her, giggling all the while.

Later, Naruto was eating his breakfast, a stack of pancakes and scrambled eggs, while his mother was seated across from him. She was smiling innocently, humming a sweet tune as she ate, behaving as though she had done nothing wrong.

"Can you please pass me the syrup? Kushina asked kindly.

"Can you stop taking pictures of me while I sleep?" Naruto retorted.

"No," Kushina answered immediately and with no hesitation. "And besides, I only take pictures of important occasions."

"Like my second week of school?" Naruto asked with a sigh, passing his mother the syrup bottle.

"Exactly!"

"Mom, I love you but don't you think that's going a little overboard?" Naruto asked. "There's nothing special about the second week of school."

"Not in the slightest. You're going to Vision, one of the most prestigious schools in New York! I'm immensely proud of you and I know your father would be too. That's why I want to commemorate every moment!" Kushina said.

Naruto looked down at his half-eaten breakfast at the mention of his father. He died three years before and ever since; his mother had become borderline clingy. She took any and every chance to impose herself into his life.

He was fifteen and had a curfew of six in the evening, was not allowed to roam the city by himself, and was only allowed to have friends over under her strict supervision. While Naruto understood his mother's caution, he was beginning to grow tired of her overbearing behavior.

Her latest display being his abrupt change in school. After an incident at his previous school involving a bully and a beatdown he received, his mother panicked and pulled him from that school, enrolling him in a school he wasn't sure they could afford.

Sometimes he hated his whisker-like birthmarks.

Naruto wanted to return to his old school, where he had friends and even a few girls he was interested in but he knew there was no arguing with is mother. Not when she made up her mind.

"Yeah," Naruto muttered. It was all he could think to say in that moment.

He saw his mother's expression fall momentarily before she returned to her own meal.

They ate in relative silence following that exchange, with only the morning news playing from the living room offering a reprieve from the awkwardness. There was a sudden breaking news report mentioning the latest clash between Kingpin and Spider-man. Naruto perked up, as did his mother but for each their own reasons.

"Spider-Man," Kushina spat out, her normally kind and vibrant complexion contorted into something so angry, so foreign. "Just one criminal fighting another."

That was what his father used to say about Spider-Man.

Personally, Naruto was a big fan of the masked vigilante, though he understood why is mother was not. His father's death was not an accident and somehow Spider-Man was involved. Though he was certain it wasn't the hero's fault. For as amazing as Spider-Man was, he couldn't save everyone.

Unfortunately, his father was among those unlucky.

"I should get going soon if I want to get to Vision with enough time to drop off my stuff," Naruto said.

"Do you want a ride to school?" Kushina asked.

"Do I have a choice?" Naruto asked rhetorically.

His mother already had her keys in hand, shaking them. "Nope," she sang the single word.

It was early in the morning but New York was never a city to sleep so traffic was already bustling. Horns were blaring in the distance as they were stopped at a red light, waiting for what felt like minutes for it to change.

"So, how are things going at school?" Kushina asked.

"Fine," Naruto said, staring out the window to a virtual billboard advertising Spider-man's latest venture, a chain of Spider-man themed restaurants.

"Just fine? Have you made any new friends, maybe a few of the female variety?" Kushina asked with a teasing tone.

"Mom we've been over this before," Naruto groaned. "I already told you about Miles, he's the only cool person I've met so far. Everyone else acts like a bunch of snobs. Even the nerds don't talk to me. Which is actually kind of weird because I'm a nerd too. Not nerdy enough, apparently."

"What about girls? Is there a lucky lady I should meet?" Kushina asked.

"No," Naruto answered with a role of his eyes. Even if there were, he wouldn't introduce any to his mother. At least not until the day of the wedding. Even then, knowing his mother, she might scare them away.

"Good," Kushina said. "My baby's too young to be entangled by some hussy!"

"Mom, no one talks like that," Naruto said following a sigh.

They finally arrived at Vision, the massive boarding school encompassing two entire city blocks. There was a long line of luxurious cars dropping off students, some of which had amassed crowd outside of the school, chatting among themselves in groups.

"Here's fine," Naruto said as he unlocked doors in an attempt for an early escape. However, before he was able to open his door, his mother locked it again.

"Don't worry, I'll drop you off closer," Kushina said.

Naruto allowed his displeasure to be known with an elongated sigh. He already knew what was coming as they approached the front of the line.

"Have a great day at school!" Kushina called after him through the opened window of the car. "I'll see you Friday, and don't forget to call me my little Fox!"

Her call punctuated the kiss on the cheek his mother had given him before allowing him out of the car. Some of the other students saw it and were in the process of mocking him when she rolled down the window and called to him, garnering the attention of all.

Putting on a terse smile solely for his mother's sake, he turned and waved her away. Once she was out of sight, he dropped it, trying his best to ignore the jeers from those around.

"Cool mom you got there, Foxy."

Naruto turned to see who had spoken to him and felt himself fluster deeply at who it was.

Seated on the concrete railing of the stairs was a beautiful girl. She was tall with wavy shoulder length, platinum dirty blonde hair, bright blue eyes, and a silver piercing above her right eye. She wore the grey Vision school uniform but there was an underlying rebellious air about her.

The total opposite of who he was.

In the end he ignored her as he made a quick dash to his dorm to drop off his suitcase. The room was currently empty, save for the Spider-Man posters on the wall and a few scattered articles of clothing. He shared a room with Miles, a fellow fan of the masked hero and his sole friend at Vision.

"Looks like Miles is late again," Naruto said to himself, tossing his things on the bottom bunk, his bunk, before making his way to his first class.

The day dragged on and it wasn't until the break before his final class that he met with Miles.

"Hola, Naruto," Miles greeted him in the hallway.

Miles Morales as two years younger than him, at thirteen, with dark skin and short, black hair styled into an afro. He had brown eyes always wide in wonder, a fellow fish out of water. From what he learned from his friend; he was also an unwilling attendee at Vision boarding school.

"Como estas, Miles?" Naruto returned his greeting in the foreign language.

He was currently trying to learn Spanish and Miles, being semi-bilingual, was helping him in any way he could. So far, that had amounted to prompt greetings.

Naruto offered Miles his fist, it was his preferred method of greetings beyond words.

Miles, who was currently struggling with a large stack of books in his hands, smiled sheepishly and shrugged.

Naruto bumped his fist regardless with a laugh, "Looks like you've got your hands full there. Need any help?"

"I'm good," Miles said, obviously trying to play off the fact he was struggling with his books. "Just gotta drop some of these off in my locker before our next class."

"Well you'd better get going then, we've only got like three minutes before the bell rings," Naruto said. "Are you sure you don't need any help?"

"Nah, I'm good. You should get to class, though, save me a seat," Miles said.

"Will do," Naruto said, watching his friend scurry away, almost tripping over his untied shoe laces.

He arrived at his final class of the day, science with Mrs. Corella. As Naruto made his way to his desk, he noticed the girl who mocked him earlier in the morning, sitting in his seat. He froze, unsure of what to do next. Class was about to begin and there were only two seats left. One to the right of the girl, where Miles usually sat, and one in the back with a kid who liked to poke people with the sharp end of his pencil.

Naruto didn't want to sit next to that kid and neither did he want Miles to, so, gathering what little courage he had, he approached the girl.

"You're," he cleared his throat when it broke, "you're kinda in my seat."

She looked up at him with a smirk. "So?"

"Uh," he stammered with no retort in mind.

"is there a problem, Mr. Namikaze?" Mrs. Corella asked with arms crossed and a face set in a deadpan.

He looked back at the girl, who was now resting her chin in the palm of her right hand, smirking up at him. Her bright blues were regarding him, the corners of her eyes wrinkling with mischief and in a silent challenge.

"No," Naruto relented with a sigh.

"Then take your seat," Mrs. Corella said. "We're watching a video today and I don't need you blocking the view."

Hearing people begin to laugh, Naruto felt his resolve waiver quickly. "Sorry Miles," he muttered to himself, taking a seat next to the blonde.

"So, who's Miles?" She asked.

Naruto had not been expecting the question, or for her to speak to him for that matter. In fact, he had whispered the words so low he was surprised she heard him.

"A friend," Naruto answered promptly, staring forward as the lecture began.

"Neat. I'm Gwendolyn, by the way," she introduced herself following a hum, "Gwendolyn Stacey, but most just call me Gwen."

Naruto nodded his acknowledgment but said nothing else simply because he didn't know what to say. He was not used to girls talking to him, least of all beautiful girls.

"You know Foxy, when someone offers you their name, you're supposed to offer yours too," she continued.

Naruto glanced at her and felt himself fluster again seeing her undivided attention was on him. He quickly looked forward again, watching as Mrs. Corella began to set up the projector.

"Naruto," he said, "Naruto Namikaze."

"Cool name," Gwen said simply before looking away.

Despite himself and her behavior towards him thus far, Naruto found himself smiling.

Miles arrived ten minutes into class, much to the chagrin of Mrs. Corella. Naruto could only offer his friend his silent condolences and apologies as he walked by, staring at both himself and Gwen.

"I tried," Naruto whispered.

"Not really," Gwen said nonchalantly. "He actually caved in pretty much right away."

Miles shot him one final look of betrayal before trudging off to the back of the room. Naruto narrowed his eyes at her and once again, she smirked in response.

"I take it that's Miles?" Gwen said.

But Naruto didn't answer. He did, however, flinch hearing Miles yelp from the back of the classroom.

He wasn't able to apologize to his friend after class because Mrs. Corella had requested Miles stay behind so she could speak to him. With little else to do, Naruto made his way to their shared dorm to do his homework and wait for him.

The moment he shut the door behind him, shrugging off his backpack, his phone began to ring. Naruto didn't have to look at his phone screen to know it was his mother, no one else ever called.

"_Meet any girls today_?" Kushina asked with no preamble.

_I swear that woman has mind powers_, Naruto thought to himself.

"No, mom, I didn't. Just another boring day," he said.

"_Well that's good to hear. I was just calling to check in on my sweet, baby boy_!" Kushina said.

"Mom," Naruto whined, feeling embarrassed.

Just then, Miles stormed into the room, looking very angry. "What the hell, man? Why didn't you save me a seat? That weird kid stabbed me!"

"_Is that Miles I hear_?" Kushina asked. "_Hello Miles_!"

He did not have his phone's volume turned up to the loudest setting but somehow his mother's voice seemed to broadcast loud enough for his friend to hear.

"Oh, is that your mom on the phone?" Miles asked with a grin. "Hello Mrs. Namikaze!"

"Alright mom, got to go!" Naruto quickly made to hang up the phone but was unable to before his mother got in a few last words.

"_Don't stay up too late and don't forget to call me, love you_-"

Naruto hung up the phone and tossed it to the side.

"Ah, does Naruto's mommy miss him?" Miles mocked.

"Shut up," Naruto said, leaning back in his bed with a sigh. "Don't think I didn't hear about what happened this morning? 'I love you dad'," he mocked back.

"Fair enough," Miles groaned, tossing is book-bag onto the floor. He sat down at their shared desk, in front of the computer. "This sucks, on top of being stabbed, Mrs. Corella's making me write a personal essay about what kind of person I want to be."

"You tried to fail again, didn't you?" Naruto surmised.

"Yeah, probably should have gotten at least a few answers right," Miles admitted.

They fell into a momentary silence, the sounds of the busy New York streets invading the room from the opened window. In the distance, the train rumbled and there were traces of a feint argument brewing.

"So, that girl was pretty cute," Miles said.

Naruto had his eyes closed but he could hear the grin in his friend's infliction. "Yeah, she was, wasn't she?" He admitted with a sigh.

After an afternoon of music and school work, Naruto had fallen asleep. When he woke up, he found Miles dressed in his street clothes and a backpack thrown over his shoulders.

"Going somewhere?" Naruto asked.

They had a strict curfew at Vision. They weren't allowed to leave after a certain time and judging by how dark it was outside, it was passed that time.

"Gonna go see my uncle. Wanna tag along?" Miles asked.

He did, very much so. Naruto was tired of being cooped up but he knew his mother wouldn't approve. "I don't know, it is a school night and it's already passed curfew."

"Don't be such a square, Naruto! Who's gonna know if we go out?" Miles asked. "Come on, my uncle's a cool dude. You'll love him!"

"I don't know," Naruto trailed off.

"I'm disappointed in you man, I thought you were cool," Miles said in overexaggerated disappointment and with a shake of his head.

"I am cool!" Naruto said, sitting up.

"Are you? Because you're not acting very cool right now," Miles said.

"Let me get changed," Naruto said, throwing on his favorite white hoodie.

"That's what I'm talking about!" Miles cheered.

That's how Naruto found himself following Miles into an upscale apartment. Outside of it anyway, on the fire escape.

"Oh shit, we're really high up!" Naruto said, his back pressed up against the wall.

"Come on man, don't tell me you're scared of heights?" Miles asked with a smirk.

"Uh, yeah! If I fall down there, I'll die! I think that's a pretty justifiable reason to be _weary _of heights," Naruto said, placing a heavy emphasis on the word.

"You wimp," Miles laughed before approaching the window. "There he is, watch this."

Naruto looked in the window, seeing a man seated on his couch, his face dimly illuminated by his phone. He heard a familiar click. He turned to see miles taking a picture of the man.

"I'm sending him this," Miles said.

Naruto watched as the man brought the screen closer to his face before laughing inaudibly with a shake of his head. Miles had his face pressed up against the glass, making funny faces into it.

"Hey there, Nephew!" A tall, bald man greeted Miles. His focus immediately shifted to Naruto; his expression suspicious. "Who's this?"

"Hey uncle Aaron! This is Naruto," Miles introduced him with a nod of his head. "He's my roommate at Vision. Don't worry, he's cool."

Naruto didn't feel very cool beneath the man's scrutiny. He was about to wave but decided to nod, his face set in what he thought was a serious expression. Though he wasn't sure why.

For a brief moment, Naruto could have sworn to have seen Aaron flinch, but it very well could have been a trick of the light. The train passed in the distance, momentarily obscuring the glow of a nearby billboard, and by that extension, Aaron.

"Well come in then guys!" Aaron said, his expression breaking into one of warmth and acceptance, motioning them inside. "Name's Aaron, by the way, Miles has told me a little about you."

Naruto shook the man's outstretched hand. "Naruto, and Miles has told me about you too. Said you were the coolest Uncle ever."

"Dude," Miles groaned in embarrassment.

"Has he now?" Aaron chuckled. "I'll take that as a compliment."

The more time Naruto spent with Aaron, the more he was beginning to believe Miles' praise of his uncle. He was the complete opposite of what he was used to with his mother. He played video games with them, openly cursed, and spoke to them as if they were adults.

Most importantly of all, he made him feel welcomed.

"So, how are things going at that preppy school?" Aaron asked.

"It's so boring," Miles complained. "Six hours of homework every day, when am I supposed to sleep? It also doesn't help that everyone is so stuck up, well except for Naruto here, but I wish I could just go back to my old school."

"Can't be all that bad," Aaron said. "Smart girls are where it's at. There must be someone you're interested in?"

Miles placed the controller down and made his way to the punching bag hanging from the ceiling. "Nothing like that. At least not yet," he said, taking a few swings.

"Come on Nephew, I expected more from you," Aaron said with a laugh, showing he was joking. "What about you blondie? I can't have a nephew of mine hanging around with a square?"

"What's wrong with a square?" Naruto asked indignantly. "It's a perfectly rational shape!"

Both uncle and nephew stared at him with brows pitched.

"Dude, I vouched for you," Miles said.

"Ah," Naruto cleared his throat. "There is this girl, tall, blonde, cute. She's actually in our science class."

"You mean the girl who you gave my seat to?" Miles asked in an accusatory tone.

"Woah, woah, woah, man. You left my nephew high and dry over a girl? Not cool, man. Bros before hoes," Aaron said with a shake of his head, though he immediately grinned at him, "That is unless she's really good looking."

"Are you serious, Uncle Aaron?" Miles questioned. "I had to sit next to Stewart! Stewart stabs people!"

"Was she good looking?" Aaron asked again.

"She's really hot," Naruto admitted under the pressure of the man's prerequisite for betraying a friend.

Aaron hummed while rubbing his chin thoughtfully. "I'll allow it."

"Are you kidding me? I'm the one who got stabbed!" Miles complained.

"You'll be fine," Aaron waved him off. "Getting stabbed builds character. Anyway, do you guys know about the shoulder touch?"

"No," Naruto admitted.

"Of course I do!" Miles boasted. "But you should probably tell Naruto, since, you know, he doesn't know."

Aaron chuckled and turned to regard Naruto. "Alright, it goes like this. Next time you see that girl, walk up to her and put your hand on her shoulder," he said, acting out his words. "And just say, hey."

"Hey?" Naruto questioned in disbelief.

"Come on, get up and try it on Miles," Aaron said.

"What?" Miles said.

"I don't know about that," Naruto said.

"Oh you two quit being such babies and try it," Aaron said.

Reluctantly, Naruto walked up to his friend, placed his hand on his shoulder, and said, "Hey."

Similarly, Miles placed his own hand on his shoulder and repeated the single word, "Hey."

"Not like that, like this, heyyy," Aaron elongated the word, managing to sound much cooler than either of them.

"Heyyy," Naruto tried.

"Heyyy," Miles repeated.

They stared at one another before Naruto broke first.

"Okay, this is getting weird," he said.

"Yeah," Miles agreed.

Aaron burst out laughing. "I can't believe you guys fell for that!"

"Uncle Aaron!" Miles shouted, flustered.

Naruto was feeling embarrassed himself.

"Sorry, sorry," Aaron said in between chuckles. "I just had to! You guys are so easy but I wasn't lying when I said it works. You just have to say it right, and to a girl. Or another guy, if either of you are into that. I don't judge."

"Uncle Aaron, come on!" Miles protested.

Almost simultaneously, both Naruto and Miles' pockets vibrated.

"That from your girl?" Aaron asked Naruto.

_Goodnight, I love you!_

"No," Naruto said following a sigh, "no it's not."

He locked his phone and pocketed it, deciding he would text his mother back in the morning.

"We should probably get going soon, Uncle Aaron," Miles said as he stared at his own phone.

Aaron gave no indication he had heard what Miles said. Instead he made his way back to the sofa and picked up the notebook Miles had been scribbling in earlier. He whistled loudly, flipping through the pages.

"You been holding out on me?" Aaron asked, presenting to them the notebook with Mile's illustration. "These look really good. Have you put any of these up yet?"

"You know my dad," Miles said with slumped shoulders. "He'd kill me."

Naruto recalled Miles describing his father as the world's most boring cop. That was a touchy subject for him because in his mind, at least he had a father. It took his every self-restraint from voicing as much every time he heard his friend complain.

"I've got a spot you would not believe!" Aaron said, trying to hype up his nephew.

That unnerved Naruto slightly. He fully believed Aaron to be a cool character, lax and inviting. However, to suggest his nephew break the law by tagging, he was unsure of what to make of it.

After some more convincing, Miles gave in and that's how Naruto found himself unwillingly going deeper into the city than he had in a long time. He didn't really want to go with them but felt an obligation to his friend to accompany him. But if he was being honest with himself, he never really could say no.

Naruto's trepidation grew as soon as they hit the tracks of the subway system. His eyes were peeled and his remaining senses on high alert, looking and listening for any signs of an incoming train. Beyond even the possibility of being made to mush, he was worried about what his mother would say or do if she were to discover he had left school to hang out with Miles and his uncle of questionable morals.

They walked for what felt like miles along the tracks, through many cutaways and more tunnels, until they finally reached a tall metal fence. Above it a sign reading ALCHEMAX-PRIVATE-PROPERTY.

With that, Naruto felt his nervousness double. If they were caught, he would be in so much trouble. His main concern, fear really, lay more so in his mother rather than the authorities themselves.

"This way guys," Aaron said. He proceeded to jump the fence, ceiling high, with a grace and precision that had Naruto believing he'd done so often.

He and Miles shared a look before he stepped forward. Naruto ran and jumped, catching the top of the fence with one hand, his other slipped. He could feel his only grip on the fence slipping momentarily but he managed to swing his feet until he could grasp on with both hands. Digging the points of his shoes into the fence, he climbed, struggling some before finally managing to pull himself up and over.

"Not bad," Aaron praised before motioning to Miles. "Come on then, Nephew, your turn!"

Mile's attempt was much less graceful. Being two years younger than Naruto and shorter still, he could not reach the top of the fence as easily. Once he did, his foot caught the fence, making him fall face first from the top.

"Miles, you okay?" Naruto asked as he quickly moved to help his friend up.

"Totally cool," Miles said while dusting himself off. He was trying to play his fall off but Naruto could see the slight limp in his step.

Just beyond the fence was a narrowed hallway which eventually gave way to a large, opening in the loose shape of an octagon. The ceiling was tall for being underground, leading up to a brick sky. With an electric slam, Aaron illuminated the room revealing various street portraits. Some appeared older, slightly faded in color, while others offered more vibrant colors.

"Woah!" Miles cheered as he ran into the opening, taking it all in. "Brooklyn!" He shouted through cupped hands. A few moments later, the room shouted back, echoing his call thrice.

"There's history on these walls," Aaron stated fondly, his own eyes surveying the room. "Come on then, Nephew," Aaron said, pulling from within his own backpack a can of purple spray paint and an old boombox. He tossed the can of paint to Miles and set the boombox down. "You're on your own now."

Naruto sat himself on the old car-seat placed in the center of the room, enthralled as he watched Miles work to the beat of old-school hip-hop. His passion for his art was tangible in his smooth and motivated movements.

"You want in on this, Naruto?" Aaron asked from beside him, holding a can of paint in his hand.

"No, I'm good just watching. Besides, I've never really been good at doing anything artful, I'd just ruin it," Naruto admitted. Though he was almost jealous of his friend's talent. He never realized up until that moment how much he wished he could draw.

"So what are you into?" Aaron asked.

"Ah, you know, school, comics, video games, that kind of thing," Naruto said, feeling like a loser at not being able to produce anything more.

"Come on man, there has to be something you enjoy doing outside of books and video games," Aaron said, pressing him.

"Well," Naruto began, "It's not really something I'm currently doing but it is something I want to do, ya'know, eventually."

"Oh yeah, and what's that?" Aaron asked with what sounded like genuine interest.

"It's kind of weird but I want to learn how to fight," Naruto said.

"Fight? Like martial arts, boxing maybe?" Aaron asked.

"Something like that," Naruto said. "Honestly, I don't know exactly what I'd like to learn but I do eventually want to learn a practice."

"Not a bad goal, depending on what you want to fight for," Aaron said with a nod of approval.

Naruto smiled at the man's praise. "Thanks. This'll probably sound kinda cheesy but I want to learn how to fight so that I can protect my mother. I promised my father I would."

Aaron looked down, "That mean your old man's not around anymore?"

"No," Naruto sighed. "He died three years ago. With him not around, I feel like it falls on me to look after my mom, ya'know. That's why I'm trying so hard at Vision, even though I hate it, so I can get a job as soon as I can. I want to lessen the burden on her. That's also why I want to learn to fight; I want to protect her."

"I can definitely respect that," Aaron said, patting his shoulder. "I lost my pops when I was young too. I know it can be hard."

"Yeah," Naruto laughed, feeling emotion waver his voice, "yeah it sucks. But what can you do?"

They both fell silent for a moment, watching Miles paint, listening to the music reverberate off the concrete walls.

"Who was your father, if you don't mind my asking?" Aaron asked.

"You might have heard his name before," Naruto began, smiling at the memory of his father. "He was the police commissioner for the Brooklyn PD. It's actually how I first met Miles, his dad and mine were friends."

"I thought you looked familiar," Aaron said, looking at him. "You're Minato's kid."

"You knew my old man?" Naruto asked.

Aaron seemed to flinch and that time, Naruto was certain of it.

"Kind of... my brother may have mentioned him from time to time. I also saw him on tv a few times," Aaron said. "He didn't seem too fond of Spider-Man."

"Yeah," Naruto said following a sigh.

"Say, kid," Aaron began.

"Yeah?"

"How's about I teach you how to fight?" Aaron asked. "I know a little mixed martial arts myself. You won't be winning any tournaments, mind you, but when I'm done with you, you should be able to fend for yourself."

"Really?" Naruto asked, feeling his hopes rising. "You would do that?"

"Yeah, man," Aaron said with a nonchalant shrug of his shoulders. "Can't have my nephew hanging around with a book nerd. Now, a book nerd who can fight, that's pretty cool."

Naruto smiled widely. "I'd like that."

"Hey guys, check this out!" Miles called to them.

"Woah," Naruto was impressed by what he saw. In the short time he and Aaron were talking, Miles had created a true work of art.

"Great job, Nephew," Aaron praised, "but there's one more thing you need to do."

Aaron shook a can of white spray paint before he traced the outline of Miles body, his figure standing forever proud before his creation.

"I'll take a picture if you two want to stand there," Naruto said, pulling from his pocket his phone. He felt something land on his hand but he thought little of it as he focused on the painting and Miles and Aaron standing before it. Just as he pressed the screen of his phone, he felt a sharp pain on the back of his hand.

"Ah, spider!" Naruto slapped the spider and swatted it away. "I fucking hate spiders!"

"Dude, is there anything you aren't scared of?" Miles joked. "Maybe you'll become the next Spider-Man?"

"And maybe it's venomous and I'll die!" Naruto argued.

"Listen guys, I've got to get going," Aaron announced, his previous good mood suddenly absent as he looked at his phone. "I'll lead you guys out of here and we'll catch up later."

Miles' uncle left them at the subway. While Miles was busy inspecting his handy work from his phone, Naruto was leaning against the wall of the train. He had his arms wrapped around himself, shivering, and feeling light headed.

"Nice camera work, Naruto, you ever consider becoming a photographer?" Miles said with a chuckle. "I'm totally setting this as my wallpaper."

Naruto didn't answer. His vision was beginning to blur and suddenly, everything was becoming loud. From the voices of his fellow passengers, to the rumbling of the train track, it was all becoming too much.

"Naruto?" Miles voice was the loudest, sounding as though he was shouting directly into his ear. "Yo man, are you okay?"

"Everything's so loud," Naruto said through clenched teeth. He shut his eyes tight and pressed both of his hands over his ears and yet, it did nothing to diminish the searing pain in his head. It felt as though someone was jabbing the center of his brain with a burning stake.

All of the noises, all the pain, it melded together to disorient him. Idly, Naruto felt himself being ushered along; his arm draped over the shoulder of who he assumed to be Miles. When next his senses began to return to him, he found his world lurching sideways as he impacted his bed.

"Naruto, talk to me man!" Miles almost shouted, slapping his cheeks a few times.

"Don't do that," Naruto groaned, "head hurts."

"You're alive!" Miles sounded relieved.

"Turn off the lights," Naruto rasped, feeling the invading light burn his eyes.

Turning off the lights lessened his pain to an extent hardly noticeable, but it did help. Suddenly, he was feeling so cold. Naruto rolled in bed, wrapping himself as tightly as possible in his sheets before balling into a fetal position.

"Uh, do you want to go to the hospital?" Miles asked nervously. "That spider may have been poisonous."

"Spiders are venomous, not poisonous," Naruto said with a groan and a shiver. "And no hospitals. My mom will kill me if she finds out I left Vision."

"Dude, she can't kill you if you're already dead!" Miles argued.

"Shut up, I just need to rest my eyes for a little bit," Naruto muttered, feeling the pain in his entire body begin to slowly fade and, in its place, a deep yearning for sleep.

"Don't say that!" Miles shouted. "That's what people say before they die!"

Despite his friend's cry, Naruto fell into the darkness of unconsciousness.

* * *

**Just a little side project, a pallet cleanser from my other story, really, so updates may be a little more sporadic. Though I'm kind of surprised no one's made an Into the Spiderverse crossover yet. At least not that I'm aware of. Hopefully this inspires much better authors than I to try. **

**Now before anyone says anything, I had Gwen give out her name because it didn't seem like she had a reason to hide it other than for comedic value. In that scene, she came up with a name on the spot, as though she hadn't registered at the school with a false name to begin with. **

**Also, this is **_**the **_**Naruto, if he was born in the Spider-man universe and with both of his parents. Deep down, his core values are still there.**

**Paring: NarutoXGwen with a slight possibility of one or two more, depending on where this goes. **

**Anyways, I hope you enjoyed this chapter and until next time. **


	2. Chapter 2

In what felt like a blink of the eye, Naruto woke up to the sun warming his face. The invading light pestered him behind his closed eyes, so he rolled over onto his side in an attempt to hide beneath his pillow. He had no intention of going back to sleep, not with all he had on his mind.

Along with consciousness, his memories from the day before returned to him in an instant. Everything was still so very loud, though the invading sounds did not hurt him like they did before. In fact, he felt hardly any pain.

He just felt really sore.

Naruto moved to sit himself on the edge of his bed and only ended up smacking his forehead into the steel support beam of the top bunk. The impact was loud and hard enough to shake the entire frame, the sound reverberating for a few moments. Oddly enough, it didn't hurt despite definitely feeling it.

That wasn't supposed to happen. He'd waken up many mornings by seating himself on the edge of his bed and never once had he hit his head. The top bunk was always just tall enough to ruffle his hair only.

Putting it past him, Naruto found Miles on the computer chair, positioned directly next to his bed. His head was lolled to the side, his mouth hanging slightly ajar as he snored. In his hand his phone tethered to the wall by his charger, ready and set to call emergency services, as apparent by the three digits displayed on the screen.

Naruto smiled at his friend. "Thanks buddy," he said in a whisper.

He gently set Miles' phone on the desk and wheeled his slumbering friend to the edge of his bed before tipping the chair until he fell into it. Miles rolled onto the bed, muttering confused nothings, his eyes fluttering before promptly resuming his sleep. Following a snort, he curled himself up into a ball around his pillow.

"I'll wash those later," Naruto muttered to himself, seeing his friend already beginning to drool on his bed.

He was startled when someone abruptly slammed against the door. Like everything else, it was loud and the fright made him jump. There was retreating laughter following the slam.

"What the - " Naruto trailed off, completely unbelieving of what was happening.

Somehow, he was hanging off the roof of the dorm room, staring down at the dull grey carpeting, anchored to the ceiling from behind by his hands and feet.

Briefly, Naruto wondered if he was still asleep, somehow experiencing a very lucid dream. It was the only immediate rational explanation he had for what he was currently experiencing. However, it was that same rational thought process that almost just as quickly dismissed the notion.

He began pulling his hands, the plaster coming loose with audible cracks and crunches. Naruto tried his best to pull as slowly but firmly as possible, so as not to damage the roof any further. Abruptly, he found himself falling.

He shut his eyes, putting his hands forward, and shouted in anticipation of the impact. Only it never came. After a few passing moments, Naruto opened his eyes to see that he was floating.

No, not floating. Naruto looked up, or down rather, to his feet. They were still planted firmly to the roof, the plaster warping outward beneath his weight.

"Naruto?"

Naruto looked over at Miles, who was sitting up in bed, his eyes heavy with sleep. They stared at one another, neither saying anything for a few tense moments.

"This is all a dream~" Naruto said, making jazz hands.

"Oh, okay. Goodnight then, dream Naruto," Miles said, laying back in bed, facing the wall. "I'll worry about why I'm dreaming about you when I wake up."

Once he was certain Miles was asleep again, he continued to panic. "What is happening right now?" He muttered to himself. Not wanting to fall face first, he slowly leaned forward, hearing the roof crack further and placed his hands on an undamaged section of the plaster.

His hands stuck, as he was hoping. Slowly and oh so carefully, Naruto pulled at his feet, managing to get them loose one by one until he was hanging by his hands. Looking down, he saw small mounds of plaster and dust growing in piles on the carpet. Cringing, he continued to add to the piles as he shook his wrists in an attempt to get his hands loose without further damaging the ceiling.

Looking around the room for something to help, Naruto stretched out his legs and pulled the computer chair by the back rest until it was beneath him. He tried standing on the back of the chair but it almost fell over every time he did so.

"Why can't I let go?" Naruto groaned. He immediately regretted his words because he unexpectedly did let go and fell. He landed on his feet, atop the computer chair. His downward momentum kicked the chair out from under his feet, resulting in him falling onto his back with a loud thump.

Again, Naruto was surprised to find that what should have hurt him; did not. It took him a few seconds to catch his breath, but he was in no real pain.

_What is wrong with me? _Naruto thought to himself, his inner voice ringing loud in his head. His thoughts were so clear that it almost sounded as though he was speaking aloud. "I must be going crazy."

His panic was interrupted momentarily by the sound of the morning's first warning bell. He decided to forgo what he was beginning to believe a mental breakdown in exchange for attending class. If he missed even one, the school would call his mother and that was the last thing he wanted in that moment.

Naruto dressed himself as fast as possible, throwing on his uniform and was taken aback to discover that both his pants and dress shirts were very tight on him. His shoes as well.

Naruto left his dorm believing he had somehow hit a growth spurt.

As Naruto traversed the hallway, he found himself assaulted by a myriad of voices, all sounding as if they were speaking directly into his ears. Some conversations were idle and of no real importance, while others were in regards to him. They pointed out how odd he was behaving and some questioned if he was always so tall. There were even a couple of girls who noticed his muscles.

He didn't have muscles; at least not before.

As Naruto was inspecting his arms, flexing them to find out that he indeed had muscles that were not present before, he watched and felt as the hairs on his arms perked up. Instinctively, his attention shot upward, his focus immediately drawn to the blonde girl approaching him.

It was Gwen Stacey.

They both stopped about a couple of feet from one another, mindless of the flow of foot-traffic they were disrupting. He stared into her large blues, feeling his instincts flare in her direction, warning him of her presence and yet, he did not feel the inklings of fear one normally would in a dangerous situation.

"You look like shit," Gwen greeted him with a smirk.

For reasons beyond himself, Naruto found that humorous and laughed. "And you look amazing," his eyes widened the moment he said that. He slapped a hand over his mouth but he had already gone and put his foot in it.

That thought was not supposed to leave the confines of his mind.

Gwen stared back at him with a delicate brow pitched, a smile playing on her face that showed the cute gap in her teeth. Thankfully, it was one of amusement, though it did very little to lessen the embarrassment Naruto felt in that moment.

"A little forward but I like it," Gwen said, placing a hand on her hip. "You've changed since the last time we met; can't quite place it though," she finished, walking closer to him, inspecting him with scrutinizing eyes.

Naruto leaned back as she leaned forward but remained rooted in place. Suddenly, the nerves he experienced the last time he spoke with the beautiful blonde returned full force. He was at a complete loss of both words and action as she looked him over head to toe. Her face was so very close to his own, close enough he could see her every imperfection, which were few, and smell her perfume.

Naruto could feel his face growing hotter by the second, the palms of his clenched fists quickly accumulating sweat.

"Did you do something with your hair, maybe?" Gwen asked, finishing her analyzing of him by meeting his eyes once more.

"I uh, class," Naruto shook his head. That was not what he meant to say either. "I mean, I need to get to class, and no, I didn't do anything with my hair. New shoes, that's why I seem taller."

Gwen hummed. "Didn't say you looked taller but now that you mention it," once again, she seemed to appraise him head to toe.

"Right, see you later," Naruto said. Just as he made to move on, a particularly large student pushed past him, forcing him forward and against Gwen. He caught himself, realizing too late he'd done so by placing a hand on her shoulder. And much like earlier, he was unable to let go. "Oh shit, not again," he muttered.

Gwen chuckled. "Alright, maybe a bit too forward. You can let go now."

Naruto pulled his hand again, harder this time and instead of pulling away, he only pulled Gwen closer until their noses were mere inches apart.

"Oh, sorry!" Naruto reddened and distanced himself while continuously pulling.

"Seriously, Naruto, let go," Gwen said, sounding annoyed and with a tint to her own cheeks.

"Yeah, working on it, just let me..." Naruto trailed off, continuing his efforts. He realized people were beginning to stare and chatter about them, making him panic further. Without thinking, he placed his other hand on her for better leverage and pulled.

"Got it!" Naruto cheered, flexing the fingers of his free hand.

"Do you?" Gwen deadpanned.

Naruto hummed, looking up to find his left hand was now situated on the right side of her head, right above her cheek.

"Uh," he droned and without really thinking, Naruto placed his hand back on her shoulder and smiled. "Heyyy."

Naruto missed his first class. To make matters worse, he had a sneaking suspicion Gwen wasn't too happy with him at the moment. His first hint was that she had not spoken so much as a single word to him throughout the entire time the nurse was cutting her hair to remove his hand.

He tried to apologize one more time but she was gone before he could so much as utter a word, storming off in the opposite direction. After such an embarrassing experience, Naruto decided he needed to understand what was happening to him. He could no longer simply dismiss his changes as a figment of his imagination, or a second puberty.

To do so, he would have to go back to where it all began. Though Naruto had a sneaking suspicion of what was happening to him. He just wasn't sure he could believe it.

The smell of fresh paint was prominent in the darkened room he and Miles had been in the night before. Naruto flipped the switch, bringing light to the art covering the walls. He paid little mind to it as he scanned the area, his eyes catching sight of the glowing spider from across the room with an acuteness that was not present beforehand.

With his complete rational weariness of spiders ever present, he picked up the dead arachnid carefully by one of its spindly legs and inspected it closely. It was primarily dark blue in color with red stripes and glowing fangs and leg tips. What intrigued Naruto the most being the large number forty-two, printed on the spider's abdomen, above it a name that gave him pause.

ALCHEMAX

Before he could further consider the matter, the spider buzzed and glitched, as though it was a faulty program in a video game. Startled, Naruto dropped it and stomped on it out of reflex. Moving his foot, he only saw a dark, viscous mess beneath his shoe.

"What was that?" Naruto questioned.

Suddenly, he felt on edge in the same way he did earlier with Gwen. He could feel the hair on his arms rise again, his attention immediately drawn to a white curtain he failed to take notice of his previous visit. Against his better judgment, he pushed past it, finding himself in a wide hallway with a large glass wall on one end.

Using his phone's light to guide him, Naruto surveyed the room, wondering why he was so drawn to it. He grew concerned by what he was seeing, radioactive warning signs plastered the walls lined with machinery he did not recognize. Printed on every other piece of the foreign machinery was the _Alchemax _name.

He shone the light of his phone in the direction of a metallic clank opposite of the glass wall when he stiffened, his every instinct warning him that his life was in danger.

Naruto jumped just as the glass wall behind him exploded and immediately backpedaled to the small section of the wall beneath the now shattered glass, breathing hard with both his heart and adrenaline pumping.

"Norman, listen to me!"

Naruto flinched hearing a vicious growl followed by a slam. Without realizing what he was doing, he looked over his cover to see _the _Spider-Man pressed into the side of a storage container, the steel structure caved in behind him from what had to be an impact.

"I cannot let you open a portal to another dimension!"

Naruto could not believe what he was seeing. Aside from on the television, he had seen Spider-Man only once, swinging high above the sky, darting past a sky scraper. Even then he wasn't sure if it was just a bird and his enthusiasm which made him believe it. Now, despite still unsure of whether or not he was losing his sanity, he could not deny that his hero was only a few feet away from him.

"Brooklyn's not zoned for that!" Spider-Man shouted.

If not for the situation, Naruto would have gushed at confirming the rumor concerning Spider-Man's wit during battle. Any enthuse he felt in that moment was immediately replaced with near overwhelming dread at the approach of the gargantuan green monster, the ground quaking with its every step.

_Oh shit! Is that the Green Goblin?_

But he already knew the answer to that. There was no mistaken the villain's massive stature, sickly green scaled skin, massive wings, goblin-like face, and his purple pointed hat.

"It's not up to me!" Green Goblin growled, continuing his menacing approach. "Why won't you quit?"

"Well I guess I don't like the idea of Brooklyn being sucked into a black hole," Spider-man quipped, swinging to meet the giant head on.

That was when Naruto decided he had seen enough. Now more than ever, his instincts were screaming at him to run.

"Staten Island maybe!" Spider-Man's retreating voice called.

Naruto had only made it a few feet before he was prompted by his instincts to turn around just in time to see a large yellow beam careening in his direction. He put his hands out and met the steel, catching it while being pushed back until he was only mere feet from being crushed against the wall. He idly realized the concrete had shattered beneath his feet before he found himself lurching forward, following the beam high into the air.

"Why does this keep happening!?" Naruto cried, finding himself unable to let go of the beam as he was pulled along for a harrowing ride amongst the battle between Spider-Man and the Green Goblin. "Why can't I let go!"

He really should have known better than to utter such words. Suddenly, Naruto found himself falling from high above. Cursing multiple times in his descent, he was certain he was going to die upon impact. When he hit the floor, he did so in a role, the bottoms of his feet aching but otherwise he found himself standing, relatively unscathed and very much alive.

His instincts sounded off again in his head and Naruto was running before he even realized why, a quick glance over his shoulder offering up multiple reasons. Spider-man was swinging to evade Green Goblin's rampage and bombs, their battle seemingly chasing him as he ran.

One of the Green Goblin's bombs detonated next to Naruto, the resulting explosion throwing him aside and under a downed beam. He wasn't allowed to catch his breath as he found himself out in the open once more. The beam that had once offered him a temporary reprieve was now being held above the giant's head.

Naruto found himself running once more, dodging shrapnel and collapsing steel before he came to an abrupt stop, again doing so without thinking. He leaned back, swinging his arms to regain his footing just before falling massive opening.

The drop off led into a massive cylindrical area that easily spanned hundreds of feet in every dimension. It was covered in white, octagonal shaped panels that seemed to serve a purpose he was unaware of. There were gapes in the structure, with scaffolding protruding from the holes. On each side of the large structure were rocket booster shaped devices, with what appeared to be a viewing booth at the center.

_Are those colliders? _Naruto wondered. He recalled a field trip he had taken to a science museum dedicated to man kind's greatest inventions. Almost every invention on display were replicas but he recalled being particularly interested in the Large Hadron Collider.

The idea of such a device capable of accelerating particles with enough force to create miniature black holes was as frightening as it was amazing.

Naruto should have known better than to allow himself to become distracted by the details. His instincts alerted him of a danger he was not able to avoid, feeling something large and solid slam into him from behind, knocking him off the ledge. Screaming in absolute terror, he fell, slamming onto the white paneling, sliding uncontrollably towards one of the openings.

He managed to stick to the panels just before he fell. Naruto risked a glance down and found himself before a fall that had to have been triple the height of what he experienced earlier. Something told him he would not be so lucky as to survive that fall.

Naruto quickly pulled himself up and began running in the opposite direction of the ongoing battle between Spider-Man and the Green Goblin. He saw a scaffolding protruding from one of the holes, the drums sitting atop it seemed like the only cover in such a wide opened area.

He jumped onto the scaffolding and found cover, his heart pounding loudly in his chest. Careful so as not to get spotted, Naruto risked a glance and watched in horror as Spider-man battled a newcomer, the infamous Prowler.

His dread intensified watching as his hero was being beaten and battered by the combined efforts of the two villains.

_I have to help him!_

Naruto wanted nothing more than to help Spider-Man, but he didn't know how he possibly could. He had absolutely no experience fighting and the Prowler and Goblin were amongst Spider-Man's most vicious and dangerous adversaries. There was no way he could go against them.

Naruto had almost resigned himself to failure, tears burning at his eyes as he watched the onslaught continue. Spider-Man was clearly losing the fight and there was nothing he could do to help. He closed his eyes as his amplified hearing picked up the sound of his hero's pained cries.

To make matters worse, the colliders were beginning to whir to life, increasing the danger of the situation.

_What would dad do? _Naruto found himself thinking, feeling like a failure to his father's memory. He, above even Spider-Man, was his number one hero and inspiration.

Everything around him abruptly went quiet and his vision dark.

_Remember, Naruto. No matter how scared you are, how helpless the situation may be, there is always a way._

Naruto was staring up at his father's smiling face, just as he remembered him. He was even wearing his police officer's uniform.

_D-Dad?_ His own voice echoed in his mind, coming out small and squeaky.

_There may come a day when I'm no longer around to protect you and your mother. If that were to ever happen, I need you to promise me something. Promise me you'll be brave for me, and for your mother, no matter what._

It was then that Naruto realized he was not hallucinating. He was reliving the memory of the last time he ever saw his father alive.

_I promise!_

Naruto's eyes snapped open in time to see the Green Goblin holding Spider-man in his large talons, pressing him into the beam of light. There was a blinding flash, followed by an explosion. Naruto was thrown off of the scaffolding, slamming hard against the wall.

It hurt.

Though he was not given the time to dwell on his pain as he witnessed both Spider-Man and the Goblin falling motionlessly into a large opening of the structure. Without thinking, he began to sprint, running as hard and as fast as he ever did in his life, and jumped.

He caught Spider-man, tackled him really, mid-air, resulting in both crashing into the side of the massive structure. Naruto quickly scrambled to his feet and helped Spider-man into a seated position.

He coughed a few times, the sound horribly wet. Naruto didn't have to be a doctor to know that was a bad thing.

"That doesn't sound good," Spider-Man said, putting a voice to his thoughts. "Thanks for the save though, kid. How did you - "

Naruto stared into the eyes of his hero; the damage he had taken during his fight revealing a single blue iris. Just like with Gwen, he felt his senses ignite with recognition.

"I thought I was the only one," Spider-Man said, sounding astonished. "You're like me."

"I don't know what's happening to me, but can you get up?" Naruto asked, well aware they were still in danger.

"I always get up," Spider-Man said, trying to sound upbeat. Though the pain in his words was unmistakable. "Just give me a minute."

"We need to get out of here," Naruto urged, trying to help him up.

"No!" Spider-man said, erupting in a fit of coughs, grunting in pain when it finally subsided. "Listen, kid, we have to destroy that collider."

"But how?" Naruto asked.

"With this," Spider-Man said, showing him a small white flash drive. "I need you to swing up there and plug this into the mainframe. If we don't destroy it, Kingpin will activate it again and if he does, our world as we know it will be destroyed."

Naruto looked up at the collider, noting how damaged it appeared. "No, we need to get you out of here first! That thing looks like it's almost destroyed. I doubt he can get it up and running again so soon, at least not today. We need to go, now!"

He made to help Spider-Man to his feet, but immediately stopped hearing his pained cries.

"I can't, I'm dying, kid," Spider-Man admitted, holding his midsection, the eyes of his mask narrowed in suffering.

Naruto felt his heart drop into the icy pits of his stomach. "W-What?"

"I can feel it," Spider-Man continued, sounding defeated. "When I was exposed to that collider's beam, I could feel myself being ripped to shreds from the inside. My powers are the only thing keeping me alive right now. I won't make it past today."

"We have to try!" Naruto said, feeling his eyes burn anew. "If we could just get you to a hospital - "

"There's no use," Spider-Man interrupted him calmly. "This is the end of the road for me, kid."

"Don't say that!" Naruto begged. "You're Spider-Man! You always win!"

He closed his eyes, trying and failing to stop his tears from escaping, but he could already feel them trailing down his face. Naruto opened them when he felt a hand resting on the top of his head.

"You look familiar, kid. What's your name?" Spider-Man asked softly.

"N-Naruto," he said.

"So you're Minato's son," Spider-Man said following a sharp inhale. "You know, he and I were friends. He always spoke highly of you, said you were my biggest fan." He finished with a short and pained chuckle.

Naruto stared with eyes wide as Spider-Man removed his mask to reveal a young man with blond hair and blue eyes. "You knew my dad?"

"Yeah," Spider-Man said with a bloody smile. "In public, your father acted like he hated me to protect both you and your mother, but he was my contact inside the Brooklyn PD. I beat 'em up and he locked them away. I'm sorry I couldn't save him."

"I - "

"This way!"

"That's Kingpin!" Spider-Man tossed Naruto his mask and pressed the flash drive into his hand, his words turning into hushed whispers. "Quick, put this on! You can't tell anyone who you are! No one can know! He's got everyone in his pocket; he'll hurt you, your family, everyone!"

"B-But - "

"Put it on!" Spider-Man growled.

Naruto scrambled to do as he was told. "What about you?"

"Naruto, I need you to promise me you'll destroy that collider," Spider-Man said.

"I can't!"

"Promise me!"

Naruto stared into the man's eyes and they were serious but pleading.

"No, no, no, no! I can't just leave you here to die!" Naruto cried, trying one more time.

"I won't make it; I can't even move my body. Please, promise me you'll do what I ask," Spider-Man said, his words now pleading as well. "I know that you're scared and I know what I'm asking you isn't fair but with great power - "

"Comes great responsibility," Naruto finished the iconic line, his thoughts momentarily straying to his father. "I'll do it, I promise."

"Thank you," Spider-Man said with a smile and tears of his own. "You need to get going right now, but before you do, I have one more selfish request."

"Anything," Naruto said.

"Protect Mary Jane and May for me," Spider-Man said. "My wife and aunt. After today, everyone will have known who I was. Once they do, anyone I've ever put away will want their revenge. With me gone, they'll go after them."

"I'll make sure no one hurts them, I promise," Naruto said.

"Thank you again, Naruto," Spider-Man said, his head snapping to the sight of an oncoming purple glow. "Now get out of here! Run and don't look back! Find my aunt May first!"

"I will, and goodbye, Spider-man," Naruto said with tears flowing freely. It took every ounce of his will power to turn away and run, leaving behind his last remaining hero.

"Goodbye, Naruto."

After escaping the subway, Naruto continued running without stopping and with no real destination in mind. His heart was heavy and flooded with angst at having to leave Spider-man behind to die.

After what felt like hours of running, Naruto found himself in a park. He didn't know or care which. He felt exhaustion blur his vision, so he found the nearest tree and sat himself beneath it. Pulling off the mask, he began sobbing, helpless and inconsolable, much like the night his father died.

_Wake up, son_.

Naruto's eyes snapped open, taking in his surroundings in a panic. There was a shadow looming over him and when he looked up, he could have sworn to have seen his father standing before him, obscured by the light of the glaring sun.

But it wasn't his father. It was an older male officer, regarding him with concern.

"Are you okay there, son?" The officer asked. "You're looking a little disheveled."

Naruto blinked, glancing around the park in continued confusion. Judging by the chill in the air and just how low the sun was in the sky; it was early in the morning. His confusion lasted only moments before he realized that he was still grasping Spider-man's mask in his hands, feeling sorrow consume him immediately as he recalled the events from the night before.

"I take it you heard the news then?" The officer muttered, sounding sullen.

Naruto looked up to see the officer staring at the mask in his hands.

"It's a shame, really," the officer continued. "I'm one of the few among us who respected Spider-Man. He did good for this city. To think he was so young, about the same age as my own son."

Naruto didn't say anything, feeling numb from loss.

"Do you need me to call someone? Or I can give you a ride, provided you don't live far," the officer offered.

"Where are we?" Naruto asked.

"Central Park."

Naruto continued to feel numb to the world around him as he rode the train back to Brooklyn. His phone was constantly ringing in his pocket but he made no move to answer it as he stared at the mask in his hands. He could hear others on the train speaking of the news of Spider-Man's death. Their reactions varying from shock to outright sobs at the loss of their city's hero.

If only he had been faster, stronger. If only he had saved Spider-Man, then there wouldn't have been a reason for mourning. Despite his promise, Naruto knew he couldn't do anything to stop Kingpin. He didn't even know how to fight and he doubted he could somehow miraculously invent web-shooters.

New York needed Spider-man; not a coward.

Naruto got off the train, his destination Vision. He needed to be alone with his thoughts and he knew his mother would not allow it. Not after he had cut off communications with her for more than a day.

Much to his relief, the dorm room was empty. Mile's clothing and belongings were gone and, in that moment, Naruto couldn't find it within himself to care. All he wanted to do was lay down in hopes he would wake up from his nightmare.

The moment his head hit the pillow, there was a set of soft knocks at the door. Naruto paid them no mind, closing his eyes with the palms of his hands pressed to his temples. He could feel his senses warning him that someone was at the door, reacting with enough familiarity to know who was there.

"Naruto, open up, I know you're there," Gwen's voice was muffled from behind the door.

Naruto didn't answer, his mind clouded by a whirlwind of regrets. His thoughts of what he should have done differently to save Spider-man.

The knocks began again, much more insistent.

"Naruto, we have to talk about what's happening to you," Gwen said. "I know what you are because I'm the same."

Again, Naruto ignored both his senses and the conclusion that, just beyond the door, was someone just like him.

"Naruto if you don't open this door right now, I'm going to let myself in," Gwen warned, her tone becoming serious and demanding. "We have to talk about what's happening to you."

Naruto watched the door frame bend before lurching, the wood slowly snapping until it gave way and the door swung open to reveal a very unhappy Gwen. She stormed in, taking no more than two long strides before coming to a halt, her expression falling to one of concern.

"Naruto?" Gwen rushed to him, kneeling at his bedside. "Are you okay? What happened?"

"He's gone," Naruto muttered.

"Are you hurt?" Gwen asked, looking him up and down. "Your clothes are singed!"

"I couldn't save him," Naruto continued, in something of a trance.

Gwen's blues widened at his words, seemingly coming to a conclusion. "You were there, weren't you? When this world's Spider-Man..." she trailed off.

"I was too late," Naruto said, holding up the battered red mask, "I hesitated too long."

Gwen seated herself on the edge of his bed. "Tell me everything."

Naruto looked up at the beautiful girl, feeling nothing as he began his short tale of the events leading up to that moment. To Gwen's credit and his relief, she never once interrupted, her undivided attention on him. By the end of it, his eyes burned anew but he couldn't cry anymore.

"Naruto, I'm sorry that this happened to you," Gwen began softly, placing a hand on his. "And I know that you're confused and that you're scared. But you can't just lay here and give up. Like it or not, you're in this now. You're Spider-Man."

"I'm not," Naruto denied. "I could never be. I don't know what the hell I'm doing. I don't even know how to control my powers. I can't possibly stop Kingpin or the Prowler."

"I know," Gwen said, tightening her hold on his hand. "I don't expect you to. At least not alone. That's why I'm here."

Naruto blinked, looking at Gwen in confusion. "What do you mean?"

"I'm not from this universe, Naruto. About a week ago, I was pulled from mine and into this one. I don't know how and I don't know why, but my Spider-senses told me I would find answers here, at Vision," Gwen said.

Naruto sat up in his bed. "Wait, Spider-senses? Does that mean..."

"That's what I've been trying to say, Foxy," Gwen said with a smile. "I'm the Spider-Woman from my universe. Long story short, I was also bitten by a radioactive spider. It's how I got my powers."

Finally, his brain caught up with with what he already knew. His own Spider-senses had gone off twice in Gwen's presence, much in the way it did when he was close to Spider-man. It was the reason why he'd gone and done the one thing Spider-man had warned him against. That was revealing his powers.

"The collider," Naruto concluded with a hand on his chin. "Spider-Man was exposed to it, maybe you were pulled here because of your similar genetics?"

"It's a bit of a stretch but unfortunately, it's all we've got to work with for now," Gwen said.

"No wait, that doesn't make sense," Naruto said, looking at her. "You said you arrived here a week ago, but all this happened last night?"

"That's the thing. I think I was somehow thrown into last week," Gwen said, her face scrunched up adorably in thought. "In my universe, it was the twenty-third when I was pulled in to that weird portal-thing. At first, I didn't think much of it because, hey, new universe, right? Now, I'm thinking it's not a coincidence."

"It's the twenty-fourth today," Naruto said. "With what happened yesterday, that means you arrived here on the sixteenth?"

"Exactly," Gwen confirmed.

"This is all so confusing," Naruto said, running a hand through his hair.

"You're telling me," Gwen said with a chuckle. "But for now, I think we should focus on one thing."

"What's that?" Naruto asked.

"Stopping Kingpin and destroying that collider," Gwen said.

"That's two things," Naruto said.

"Did you just seriously - " Gwen abruptly tensed, her body seemingly flickering much like the spider from before. She cried out in pain and held herself, writhing uncontrollably.

"Gwen!" Naruto called out in alarm. He grabbed onto her shoulder's, her glitching coming to an abrupt end in doing so. Slowly he helped her back up into a seated position.

"That didn't feel very good," Gwen said with a groan.

"Are you okay?" Naruto asked.

"I think so," Gwen muttered.

"What even was that?" Naruto asked.

"Don't know. That's never happened to me before," Gwen said, taking a deep breath. "Though if I have to guess; it may have something to do with why I'm here when I'm not supposed to be. Also, you can let go now."

"Ah, sorry," Naruto said, flustering as he realized he was in fact still holding the beautiful blonde in what was almost a sideways hug.

"It's fine," Gwen offered him a weak smile. "Thank you, Naruto."

"N-No problem!" Naruto cleared his throat, well aware his voice had inadvertently risen a few octaves. "What are we going to do now?"

"If Kingpin had both the Green Goblin and Prowler under his employment, then there's no telling what other villains he's working with. This'll be dangerous and I don't know if I can do this on my own," Gwen admitted. "I've only been Spider-Woman for two years. I'm good, but I have a feeling I'll need your help."

"But I just recently got my powers," Naruto said. "How can I possibly be of any help?"

"Well," Gwen said, standing, she offered him her hand with a confident smirk. "Let's just hope you're a fast learner, Foxy, because I'm about to teach you how to be Spider-Man."

Naruto wasn't sure why but something about the way she spoke, her confidence maybe, had him believing that perhaps not all was lost. He made a promise to Spider-man, and he felt as though he owed it to his father's memory to at least try. If he didn't, everyone, including his mother, Spider-Man's family, Miles, and even Gwen, they were all in danger.

He couldn't allow that.

With a smile and a new hope, Naruto accepted her hand and allowed himself to be pulled to his feet.

"Thank you, Gwen," Naruto said and was immediately rewarded by one of the most beautiful smiles he had ever seen.

"Don't mention it, Naruto," Gwen said.

* * *

**I want to start off by addressing Naruto's behavior in this. As many of you may have noticed, he behaves much more reserved than his cannon counterpart. This isn't without reason. He lost his father when he was only twelve, a critical age in a person's development. Add to that an overprotective mother and a sheltered life, well everyone is a product of their upbringing. **

**As for what will happen to Miles, I'm honestly conflicted about this. He'll definitely be in this story for what I have planned, but as for after, I'm not entirely sure. **

**Also, I'm heavily considering making this Naruto's intro into the MCU, an origin story of his own if you will. This would eventually lead into him being a part of the Avengers. What do you guys think about that? Is that something you'd be interested in seeing?**


	3. Chapter 3

"So uh," Naruto elongated the latter word as he followed after Gwen through the dour Brooklyn streets, "where are we going?"

"We're going to go find somewhere secluded so we can try and gauge the extent of your powers," Gwen briefly explained, the bulk of her attention drawn to their surroundings.

Naruto took that moment to do the same. All around him people were still in mourning, many with their heads down. This wasn't a foreign sight in the age of technology, but there was hardly a phone in hand and it was almost as if the hustle and bustle of the city was muted.

A billboard on the side of a bank which doubled as a telecaster displayed the familiar grinning face of a man with blond hair and blue eyes. It also announced his double-life as the hero, Spider-Man.

"Peter Parker," Naruto muttered as he stared at the image of the unassuming man.

"Funny, the Peter Parker in my universe turned into the Lizard," Gwen said with audible sadness tinging her words.

"That doesn't sound very funny," Naruto said and just about slapped himself for doing so.

"That's because it isn't," Gwen murmured.

"I'm really sorry to hear that, Gwen" Naruto said, struggling to find the proper words to convey his remorse. Ultimately coming short, he decided it was best not to further prod into the situation, at least not in that moment. He was genuinely interested in hearing more of her universe and how it differed from his own, but he knew it was neither the time or place.

"Thanks," Gwen said.

"Anyway, Spider-Man said I should go find his aunt May first, not exactly sure why though. I did promise I would take care of his family," Naruto said, glancing at yet another billboard displaying more pictures of Peter and a beautiful red-head whom he assumed to be Mary Jane. "It's just like he said, everyone knows who he was now."

"That's why it's so important we get you trained as much as we can, as quickly as we can. Your universe's Kingpin seems especially dangerous; not to mention this Prowler character and the Green Goblin. Who, by the way, is way scarier than the Green Goblin of my universe," Gwen said. "Considering they're all working together, we're not just walking into a fight, we're going to war."

"That..." Naruto trailed off, ending in a sigh and a shake of his head. He hadn't thought of it that way. Suddenly, he was feeling much more apprehensive about it all. "So, you're going to teach me how to fight?"

"Sorta," Gwen said, glancing at him over her shoulder.

"Sorta?" Naruto pressed.

"Well, I don't know how your powers work, but mine give me superhuman strength, amazing reflexes, and the ability to stick to walls. I usually fight using a combination of my strength, instincts, and agility. After a short time, I kind of developed my own method of fighting. Don't really have a name for it though," Gwen explained.

"Your own fighting style?" Naruto said with a hum. "How about Gwen-Kwando? Or maybe Gwen-Jutsu?"

"You're such a dork," Gwen said, following a snort.

Thankfully, from where Naruto was trailing behind Gwen, he could see her cheeks rising in what he recognized to be a smile. That's what he was aiming for.

They arrived at what appeared to be an abandoned warehouse in the industrial district, adjacent to some tall above ground subway tracks. The warehouse was a massive brick building the color of rusted metal and with more broken windows than intact, eluding to years of abondonment.

"Let's go around back," Gwen said.

The back of the warehouse was surrounded by even more buildings in similar states of disrepair, offering urban cover from possible prying eyes. A great portion of the ground level section of the walls were tagged all over with various pieces of colorful art, giving the otherwise dull red surroundings a splash of color.

Naruto was reminded of Miles and wondered what happened to his friend. He recalled that his things weren't in their dorm, though he could not think of a reason as to why. He knew Miles had been trying to get himself kicked out of Vision since his first week and it was possible he may have finally succeeded.

If that were the case, he would miss his friend, but Naruto would accept it.

"Alright, let's start off by testing your strength," Gwen began, shaking him from his thoughts. She motioned to an abandoned car in the lot, one of three. "Try to flip it over."

"I don't know about that," Naruto replied reluctantly.

Gwen narrowed her eyes in confusion. "What are you reluctant about exactly? Assuming your powers are anything like mine, you should have superhuman strength."

"That's actually really cool," Naruto said feeling a brief rush of excitement, before quickly regaining his composure. "But also not what I'm worried about."

"Then what are you worried about?" Gwen asked with arms crossed and confusion lacing her words.

"Well, you're wanting me to flip over someone's car. Not only is that illegal, but that's just wrong. I mean, I don't own a car but if I did, I'd be super upset if someone just up and flipped it over," Naruto explained.

Gwen pitched a single pierced brow. "Are you being serious right now?"

"Am I being serious about property damage? Yes, yes I am," Naruto said.

"It has no tires!" Gwen huffed, pointing out the fact. She proceeded to motion to the two other cars, which were in a similar state of disrepair. "None of them do! This is obviously some sort of dumping grounds for unwanted cars!"

"Or an upstart dealership going through some hard times," Naruto countered.

"Naruto!" Gwen was almost shouting now. "We don't have time for your games!"

"Fine," Naruto relented, feeling somewhat hurt by her tone. The time for jokes had come and gone. "I'm sorry if my parents taught me how to be mindful of other's property."

Gwen rolled her blues at him as he approached the car she first indicated. Naruto began stretching, touching his toes, followed by some lower back stretches, and finally a few squats.

"And you're stretching now," Gwen said, palming her face. "What did I just say?"

"Back problems wait for no one," Naruto said. "Coach Lawson says so."

"Naruto!" This time, Gwen did shout.

"Fine, fine," Naruto muttered as he kneeled before the car. He wasn't sure if he was granted superhuman strength so he was fully anticipating having trouble lifting the car. He also had a cute girl currently watching him to impress. With this in mind, he pulled at the undercarriage with nearly all of his strength.

The car was immediately launched high into the sky, spinning violently before crashing onto the roof of the warehouse.

Naruto drew in a breath through his teeth as the car teetered on the edge of the roof before coming crashing back down onto the ground with a loud boom, crumpling into itself like a tin can. He'd definitely gone overboard.

"Ah, my bad!" He chanced a glance over at Gwen, who was wide eyed; stunned. He wasn't sure if that was a good or a bad thing.

"Do it again," after what seemed like a solid minute, possibly two, Gwen finally spoke, pointing at a van that was once white. "Pick it up this time. Don't try to flip it and definitely don't throw it again."

"Okay," Naruto said. He reached beneath the side of the van and lifted, with less strength, but couldn't quite get a good grip and only ended up flipping it over onto its side. "Wait, I can do it!"

Another three attempts resulted in the same outcome and Naruto was beginning to grow frustrated. He rounded the front of the currently overturned van and stomped on the bumper as one would a skateboard, causing it to flip into the air, and caught it on its descent. He could feel the weight of the van, but it wasn't nearly as heavy as he expected it to be.

If Naruto was to hypothesize; the van felt as though it weighed about a hundred pounds or so, even though he knew it had to have been much more than that. In that instant, he felt himself grinning like an idiot knowing he now had superhuman strength!

"Like that?" Naruto asked after a moment of internal elation at one of his boyhood dreams having come true.

Gwen was once again wide eyed as she stared at him. "Uh, yeah. Try to throw it again, but not at the building this time," she muttered.

Naruto looked about the parking lot, trying to find a direction in which he wouldn't create even more damage. With a grunt, he threw the van, watching it sail through the air before crashing onto the concrete, sliding a way before finally coming to a stop.

"That's just not fair," Gwen said, staring in the direction the van was thrown.

"What's not fair?" Naruto asked.

"Nothing," Gwen muttered. "Alright, next we'll test your reflexes."

"Okay but how are we going to – " Naruto felt his senses flare and he averted his head to the side, marginally avoiding the rock she had thrown at him. "What the hell?! Why did you just throw a – "

Naruto watched as Gwen webbed up two more rocks, one in each hand, before throwing it at him with differing speeds and targets. He avoided them, contorting his body, performing a few evasive somersaults, and spinning in the air to do so, all without fully realizing just how he was accomplishing such feats.

"Reflexes are good," Gwen said after having thrown the last rock. "Strength is even better. Alright, let's test your speed next."

"Oh sure, but first, can we address the fact that you just hurled rocks at me!" Naruto's words began calmly before becoming a tirade halfway through, ending in a shout. "You could have hit me!"

"That was kind of the point," Gwen said, offering a shrug and a smirk. "And besides, you're a big boy with powers, you would have lived...probably."

"Probably?" Naruto deadpanned.

"Probably," Gwen repeated with a smirk and a shrug.

"Was it the hair?" Naruto queried. "Because I already said I was sorry."

With a flick of her wrist and a precarious smile, Gwen had another rock in hand and this one was bigger than any she'd thrown up until that point. "No, it wasn't, but now that you've reminded me. I'll give you to the count of three to start running. I think it's time we see how fast you can go."

"You're kidding, right?" Naruto asked nervously.

"One," Gwen didn't answer and began her count.

"Gwen," Naruto tried, his voice breaking as his senses began to flare in warning.

"Two," Gwen continued.

"Have I ever told you how beautiful your hair makes you look!" Naruto clamored, harkening back to memories of how his father would appease his mother whenever she was angry.

His words had the desired effect of making Gwen pause, the natural pink of her cheeks quickly began to darken and spread across her face, encompassing the span of her freckles and across the bridge of her nose. Naruto was almost relieved to see her sputter. As embarrassing as it was for him to admit that aloud, his words at least proved to be the distraction he needed.

If only he would have capitalized on it.

Naruto mentally berated himself at the opportunity squandered because almost immediately, Gwen's wide eyes narrowed into dangerous displays of anger; the hand holding the rock rearing back as if she were about to pitch a baseball.

"Three!"

"Oh shit!"

Naruto was running before he even realized it. His run turned into a desperate sprint across the large lot and he could hear her footsteps resonating close behind him in the form of angry crunches as her feet pounded against the loose gravel.

Gwen was quickly gaining on him.

His senses forewarned him of a rock that would have likely shattered his arm had he not avoided it. The thwip of a web shooter was Naruto's only warning that she had reloaded and he snapped his head to the side, cringing as he both heard and felt another rock whizzing by his ear. He knew Gwen would catch him soon, if she didn't kill him with a loose piece of gravel first.

Being out in the open would not do him well and Naruto didn't think he could conjure the right words to calm her down. So, without any other viable option, he banked a hard left, almost falling in the process, and made towards the abandoned warehouse.

Naruto nearly made it to one of the broken windows when he heard the sound of twin web-shooters sound off. In his peripherals he briefly caught sight of two thin strands of webbing shoot past both his flanks, attaching to the building he was running towards. His senses flared once more but he did not react fast enough to avoid whatever impacted him from behind.

His world spun but Naruto felt no real pain, only confusion as he struggled to understand what had happened. The world and his vision both continued to spin for a short time before everything righted itself, and he realized he was staring up at Gwen. They were inside the warehouse, just beneath a broken window, and she had his hands pinned above his head, straddling him to keep him from moving.

But he had no intention on fighting her.

Naruto found himself once more enraptured by the girl above him; the only sound between them being their heavy breathing, resulting in small clouds of condensation between them.

Gwen's body felt warm atop his own and Naruto found the weight oddly pleasant. Idly he recognized just how compromising their position was, but he couldn't focus on anything but her flushed face. Her dirty blond hair seemed to glow in the narrow light that made its way through the adjacent window, some of the golden strands stuck to her cheeks from the sweat of her chase.

It was then that Naruto realized he was well and truly smitten.

"Yes you did," he said with both eyes and voice dropping subconsciously.

Naruto couldn't look away from her view and for whatever reason, Gwen had yet to blink as she continued to stare back down at him. Her eyes narrowed again but there was something distinctly different about them this time.

However, before Naruto could ponder as to what that could possibly mean, a sudden shout interrupted them.

"My cars!"

As if burned, Gwen jumped off of him, using his chest as a launching point, forcefully expelling his breath from within him in a gasp.

"Sorry!" Gwen apologized with a wince. She webbed his chest and pulled him to his feet. "We have to go!"

"Yeah," Naruto wheezed in agreement.

After being chased away from the warehouse by a vagrant man, they found themselves at a bust stop, taking refuge beneath the glass top.

"I guess you were right," Gwen said with a chuckle as she patted both her skirt and pants beneath it free of the dust they had accumulated.

"It happens from time to time," Naruto said following a laugh of his own.

"Well, that aside," Gwen began as she allowed herself to fall back onto the bench. "I'm kind of surprised by the extent of your powers."

"What do you mean?" Naruto asked, taking a seat beside her. He looked up at the grey sky through the glass structure. He was warm from his previous activities, but he knew it was cold and if he recalled correctly, snow was forecasted. It wasn't rain but it was close enough to remind him of what had happened the day before.

Suddenly, his elation abandoned him.

"Well for starters, your reflexes are on par with mine, though you are a little slower when it comes to running and moving in general," Gwen said, her tone turning contemplative as she interlaced her hands behind her head. "Your strength on the other hand, seems to surpass mine. I've had to pick up overturned cars before and I somewhat struggled with it. You went and tossed it through the air like it weighed next to nothing!"

Naruto felt his pride swell at her praise, but his thoughts were elsewhere. "Hey Gwen," he began.

"Yeah?" Gwen acknowledged, turning to him.

"Do you think we have time to go to his funeral?" Naruto asked lowly. "I'm pretty sure it's today."

Gwen was silent for a moment, her expression falling into a mask of stoicism as she looked to the sky above. "We've got a lot of ground to cover if we're going to get you ready to take on Kingpin. I still need to get you a pair of web-shooters and a suit," she said, pausing to look at him again. "But I suppose it wouldn't hurt to pay our respects."

"Thank you, Gwen," Naruto said earnestly.

Gwen placed both hands on the bench and looked away. "Don't thank me yet. I don't plan on taking it easy on you just because you're new to this. We don't have much time before Kingpin gets that collider up and running."

Naruto palmed the flash drive in his pocket, recalling his promises to Spider-Man. He already decided he would do everything in his power to keep them, even if he was afraid of the coming consequences of his word.

With Gwen's blessing, Naruto decided to look online for any further information regarding Spider-Man's funeral. Recalling he'd shut it off sometime during his previous greif stricken stupor, he turned it back on and felt a greater fear lance through his stomach like a breeze of cold air at what he saw.

"Oh no," he muttered.

"What is it?" Gwen asked, leaning over his shoulder to look at his phone.

It was his mother.

"She's going to kill me!" Naruto said, realizing he had not been in contact with her in more than two days, breaking his record of mere hours. His phone showed well over a hundred missed calls, an equal number of voicemails, and even more messages yet.

"Oh, is Foxy scared of his mommy?" Gwen mocked.

"You don't know her like I know her," Naruto said, his tone even and serious. "If I don't get into contact with her soon, she's liable to have the whole Brooklyn police department looking for me."

"She wouldn't do that, would she?" Gwen asked, beginning to sound nervous.

"Oh, she would. When my old man was alive, he was the police commissioner for the Brooklyn PD. She still has contacts and believe me, she'll use them. She's done it before," Naruto said. "I'm actually kind of surprised she hasn't yet."

"Oh, so your father's..." Gwen trailed off. "I'm sorry to hear that, Naruto."

"Thanks," Naruto said, offering her a strained smile. He had not intended on revealing that fact. "It's been three years now. It sucks, but it's getting easier, kinda."

"Tragedy seems to follow us," Gwen whispered. "Are you planning on telling your mother about your powers?"

"No," Naruto answered immediately. "Spider-Man said not to and I understand why. But beyond that, knowing my mom, she'd throw a fit before permanently grounding me. Which she'll probably do anyway, but there's no way she'd ever let me be..." he trailed off. He was still hesitant to refer to himself as Spider-Man despite possessing his powers.

"Right, so what are you going to do now?" Gwen asked.

"Face the music. At least I think that's how the expression goes. How can you face...anyway, the last thing we need is for the cops to be looking for me while we train," Naruto said. "I'll have to think of something to get her off my back."

"Do you have anything in mind?" Gwen asked.

"Nope," Naruto admitted. "Well, at least not at the moment, but I'm sure I'll think of something."

"I guess we'll put your training on hold for now," Gwen said, standing to her feet. "In the mean-time, I'll try and secure you a temporary suit and some web-shooters."

"Ooh, something orange!" Naruto said, taking a break from his consternation. "Well, if you can that is, it's my favorite color."

"Orange huh?" Gwen hummed. "I'll see what I can do. No guarantees."

"You're the best!" Naruto said just before his phone began to ring again. "I'd better get going then. I've got your number and you have mine. I guess I'll meet you at his service."

"Sounds like a plan," Gwen agreed. "Oh, and Naruto, do be careful out there."

Naruto wasn't given a chance to respond because Gwen was already in motion, ducking into a nearby alleyway. Before he could question as to why she would do that, he saw her reappear an instant later in a white and black Spider-suit, complete with a hoodie lined in pink.

He watched on, awestruck as she swung by, giving him a passing salute before disappearing behind a building.

"I think I'm in love," Naruto muttered to himself, waving idly in the direction Gwen had gone.

Another phone called shook him from his stupor. Naruto sent his mother a text message announcing his upcoming arrival and made the active choice to ignore the following flurry of calls and messages until he finally arrived at his home. He had his keys in hand but his trepidation was keeping him at bay.

The choice was made for him as his instincts flared a second before the door swung open, revealing his mother.

She was furious.

"Where. Have. You. Been?"

Before, Naruto was feeling apprehensive facing his mother after ignoring her for two days. Now, as she stood before him, he was immediately reminded of just what he had to lose should he decide to continue down the path in which he was already on.

Naruto entered, bypassing her inquisition and hugged his mother tightly.

"Naruto?" Kushina muttered, bewildered, hugging him back.

"I'm sorry I missed all of your calls," Naruto muttered. "I don't know if you heard but Spider-Man... he's gone."

He could feel his mother's hold on him tighten, coming to rest her head on his shoulder. "I'm sorry, Naruto. I know you looked up to him, but you can't just cut all communication with me like that. Do you know how worried I was?"

"I know, I'm sorry," Naruto apologized honestly. "It's been a rough couple of days."

Kushina pulled back and stared up at him with an understanding but firm expression. "I understand, but don't let it happen again," she warned, wagging a finger at him.

"I won't, I promise," Naruto said, feeling relief flood him. He also found himself smiling at his mother's antics.

"Good," Kushina huffed and crossed her arms. She looked at him, her eyes narrowing slightly. "That aside, have you gotten taller?"

"Ah, growth spur?" Naruto tried. "I don't know, I just kinda woke up like this."

Kushina hummed, staring at him with continued scrutiny. "Have you been working out? You seem, I don't know, broader too?"

Naruto palmed the back of his head and laughed nervously. "Oh ya'know, been doing a couple of push ups and sit ups recently. We've also started lifting weights in gym class," he lied.

"Well, be careful," Kushina cautioned. "I don't want you getting hurt."

"Will do," Naruto said, allowing his hands to fall into his pockets. "So, Spider-Man's funeral's today and I was hoping I could maybe go?"

Kushina seemed truly conflicted and thoughtful all at once. Normally, when he asked his mother if he could do something or go anywhere, she would immediately refuse. He only rarely managed to convince her otherwise. Unless under her strict supervision, or a school related trip, he was not allowed out of their home alone.

"I realize how important he was to you," Kushina began slowly, "but you do realize just how many people will be in attendance?"

"Yeah, more than half the city," Naruto said.

"Yes, half the city," Kushina parroted tersely. "It's not like you'd be able to get close enough for it to matter."

It would matter to him.

Naruto felt anger flare within but neither could he deny the logic in his mother's words. Though he felt he owed it to Spider-Man to at the very least attend his funeral. He may not have known him personally, but his father did.

For all of a moment, Naruto considered revealing his father's connection to Spider-Man, but to do so would also mean revealing just how he came upon such knowledge. While there was a part of him that wanted nothing more than to tell his mother everything, he knew he never could.

His mother was both highly strict and affectionate and Naruto would be a liar if he said it never bothered him. At times her devotion could become suffocating, but Kushina was his mother; his world. There was no one more important and nothing he wouldn't do to protect her.

Even if that meant deceiving her.

"Please mom," Naruto pleaded. "I know how you felt about Spider-Man, but I want to be there. Even if I can't get close."

Kushina was silent another stretch before finally releasing a sigh. "Fine, you can go, but I'm going with you," she stipulated.

"Thank you, mom," Naruto said following a sigh, accepting his mother's condition.

"Don't thank me yet, young man," Kushina said with a frown and arms crossed. "The day before yesterday, Vision called and said you'd skipped class. And don't try to use Spider-Man as an excuse. His...the news didn't break until late that night. Mind telling me where you were?"

Naruto had forgotten that fact and struggled to find a proper excuse. "You see, there's this girl – "

"A girl?" Kushina immediately cut in, taking a step into his personal space. "What girl?"

"If you would just let me finish," Naruto muttered. "I was working on a project and accidentally spilled some super-glue on my hand. On my way to wash it, I accidentally bumped into a girl and kind of got my hand stuck in her hair. I was so embarrassed that once they got us separated, I hid back in my room for the rest of the day."

"Okay, then what about the night before?" Kushina questioned.

"What do you mean?" Naruto asked.

"I was also informed that you and Miles were out past your curfew two days ago," Kushina said.

Naruto didn't have an immediate rebuttal for that. He could continue to lie, but he couldn't think of one believable enough to get him out of the corner he currently found himself in. "We went to meet his uncle," he admitted.

"Are we talking about the same uncle that..." Kushina trailed off. "Is his name Aaron?" She asked.

"It is actually," Naruto said, surprised. "How'd you know?"

"I won't punish you this time but I don't want you to associate yourself with that man ever again. Am I clear?" Kushina said.

"Uh, yeah, but why?" Naruto asked.

"I won't go into the details, but let's just say he's had more than a few encounters with the police," Kushina admitted with audible reluctance.

"Aaron seemed like a pretty cool guy, though," Naruto said. Though he knew he could never tell his mother that the man had taken he and Miles into the subways late at night to spray paint a wall. Although, he may not have participated in the defacing of private property; as a result of that trip, he was bitten by a presumed radioactive spider, giving him powers.

Naruto wondered in that moment whether or not he should be grateful, or otherwise, to both Miles and his uncle for their unknowing participation in the acquisition of his abilities.

"Regardless, promise me you won't see that man, or sneak off like that again," Kushina demanded. "Or cut contact with me for as long as you did," she added.

Naruto scarcely restrained a sigh, knowing his mother was playing on the weight of his word. "I promise," he lied and it hurt him to do so. He could keep his promise to stay away from Aaron, but if he was going to be Spider-Man, there would be times in which he would inevitably have to sneak away.

"Thank you, Naruto," Kushina said, gathering him into another embrace. "I know I can be pushy sometimes and you may find my rules annoying, but I'm only trying to look after you."

"I know mom," Naruto said, returning her embrace. That much was true. His mother was many things and a liar was not one of them. And that's what made lying to her that much more taxing on him.

After a quick internet search revealed the exact time and place of Spider-Man's funeral, Naruto excused himself to his room to get ready. He decided to wear a dark grey jacket over a simple black button up. He didn't own anything else that would be appropriate for a service as the last funeral he attended was his own father's.

Naruto sent Gwen a message explaining the situation.

They set off and as expected, the New York cemetery chosen to be Spider-Man's final resting place was overflowing with a grieving city. Thankfully, they had the foresight to hail a cab instead of driving because they later had to abandon their ride nearly halfway there. They walked the rest of the way.

The crowds were massive and traffic was at a standstill, most of it being directed by the NYPD itself. What Naruto found both surprising and touching was that despite the large gathering of people, it was oddly quiet. The sounds of the city were still present, such as idling motor vehicles and distant speech, all of which coalesced into an unintelligible yet sullen ambiance.

"Come on," Naruto said, taking a hold of his mother's hand, he pushed past the sea of mourners dawning Spider-Man masks of varying quality, and tear stained eyes.

They had made it into the thick of the crowd within the cemetery when suddenly, Naruto felt his senses flare to life. He stopped in his tracks, feeling his mother bump into him from behind. He was immediately on alert; keeping his mother close behind him, he ignored both her efforts to pull away and the calling of his name as he searched the sea of faces for any possible signs of danger.

That's when he saw a large and intimidating looking bald man dawning more leather than anyone person should, along with a spider's web tattooed on the back his bare head. He was towering amongst a group of other, similarly dangerous looking men. The man was staring at him and for a moment, Naruto speculated that maybe he was one of the Kingpin's people. He tensed when he saw the man reach into his leather coat and, just as he pushed his mother further behind him, he pulled out a box of tissues.

That's when he noticed the tears in his eyes.

Naruto blinked and watched as the other men swarmed him, offering whispered words of comfort as they led the now crying man away.

Standing where they once stood was a cute girl that immediately caught his attention. She was short in stature, appeared to be Asian in descendants, with wild black hair, and large brown eyes. She wore a girl's uniform from a school he did not recognize, complete with a teal blue backpack.

They maintained eye contact with one another until another group of people pushed past him. When they cleared the girl was gone.

"Found you."

Naruto turned in the direction of the familiar word and he saw Gwen approaching, still wearing her Vision uniform. She must have been who he sensed. "Oh, hey Gwen," he greeted her, only to remember too late he was still holding his mother's hand and immediately let go.

"Who's this?" Kushina asked, finally making it to his side.

"Oh, uh, she's...this is..." Naruto trailed off, unsure of how to explain Gwen's presence. She never texted him back so he simply assumed she was still busy finding him a suit.

"I'm a friend from Vision, we share a few classes together," Gwen easily answered, offering Kushina her hand and a friendly smile. "Gwendolyn Stacey."

"Funny, Naruto's never mentioned you," Kushina said, accepting the girl's outstretched hand.

"Well, I am new to Vision," Gwen stated with a continued smile and ease. "Naruto here's been showing me around. He also did this to me," she said, pointing to the side of her head where his hand had gotten stuck.

Naruto felt flustered at the reminder. "I said I was sorry."

"You know, I don't think you ever did," Gwen said, smirking as soon as his mother's attention was turned to him.

"Naruto Namikaze," Kushina began, staring at him sternly. "You glued your hand to her hair and you didn't even apologize? Do you not understand the importance of a woman's hair? Did I not raise you better?"

"Ah," Naruto began to panic as he struggled for a way out from beneath his mother's scrutiny.

"Yes, Naruto, why is that?" Gwen said, standing beside his mother, while crossing her arms. She mouthed the words 'Payback,' to him.

Coincidentally, he was saved by the beginning of the ceremony. At the front of the church, on a small stage, stood a beautiful woman with shoulder length red hair. Naruto recognized her to be Mary Jane Parker. Spider-Man's widow.

Any embarrassment he was feeling in that moment was replaced by guilt and grief. A feeling amplified by the presence of the older woman standing beside and behind Mary Jane. Naruto knew her to be Spider-Man's aunt May Parker. Both were solemn, the pain of their loss still fresh and it was a feeling he could never forget.

Naruto said nothing else throughout the entirety of the ceremony, listening as Mary Jane spoke fondly of her husband, recounting briefly of how they met. Their story was a charming one; the idyllic tale of how the nerdy kid got the girl.

One thing Naruto found interesting was the fact Mary Jane hardly mentioned her husband's tenure as Spider-Man. She only spoke of the man Peter Parker was. She ended the eulogy by thanking all of those who had attended, and those who also mourned for their loss.

"Naruto?" Gwen's soft voiced called to him from his side.

Naruto had both hands in his pockets, staring at the slideshow of Peter Parker's accomplishments displayed on the large screen erected behind the stage Mary Jane and May Parker once occupied. He could feel his mother wrap an arm around one of his, tugging at it gently but he stayed his place.

"Naruto, I think it's time to go," Kushina said, tugging a little harder. "It's starting to snow."

"I know," Naruto mumbled, finally turning away with burning eyes.

"I'll see you later, Naruto," Gwen said, patting his back.

After prompt goodbyes, Naruto and his mother headed home. The trip was traveled in silence and when they arrived, he went straight to his room. Feeling both emotionally and physically drained, he fell asleep relatively quickly.

In what felt like a blink of the eye, he woke up, wide eyed and wired. Before Naruto realized what was happening, he was in a seated position, staring at his window. Waving back at him through the frosted glass, sporting something of a grin, was Gwen. It took him far longer than he would have liked to admit to realize why that shouldn't have been possible.

He lived on the eighth floor of a high-rise.

It wasn't until Gwen knocked on his window, an expectant expression on her face, that Naruto remembered everything that his sleep idled mind forgot.

He jumped out of bed and rushed to open his window, letting her in. In doing so he was blasted by a biting breeze, causing him to shiver.

"Nice room you got here, Foxy," Gwen said in a whisper as she tossed a brown paper bag onto his bed, taking a falling seat onto it at the same time.

"Thanks?" Naruto muttered, shutting his window following another shiver. His room was faintly illuminated by distant and neighboring buildings, allowing him to see Gwen up close in her suit.

Naruto knew for a fact that despite the minimal light, his night vision was not always as well as it now was, but he was too busy inspecting the intricacies of her Spider-suit to notice.

Her suit was a onesie comprised primarily of two contrasting colors. The upper part of her suit was white with a pink background to the grey webbing beneath her elbows and along the inside of her hood. The lower half of her suit was all black and feintly reflective, which spiked up to her breasts, revealing a feint triangular weave design present throughout the entire suit.

"You just gonna openly check me out like that?" Gwen asked with arms crossed to conceal the last place he was staring.

Naruto was about as much of a boy – man he preferred to think – as anyone else, but he was truly admiring her suit's design, not the body it contoured to. At least not that time. Though there was no way she would know that.

"N-Nice shoes!" Naruto blurted out, his eyes quickly falling to the blue dancer shoes. "I mean, I was looking at your suit! It's really cool! I swear I wasn't – "

"Keep it down!" Gwen shushed him. "I was just messing with you. Jeez, you're really easy to rile up, ya'know."

"I..." Naruto trailed off, realizing she was correct, and only sighed as he took a seat beside Gwen, though with enough distance so as not to invite any further opportunities for her to embarrass him. He snatched his phone from his nightstand to look at the time. "It's three forty-two in the morning, what are you doing here?"

"Well you know, crime never sleeps so get ready to do the same," Gwen said with a smirk before palming the paper bag at her side. "Not sleep that is. Now I find a good cup of coffee always helps, or energy drinks, if you're a degenerate. Anyway, I got you a little something."

Naruto felt his heart jump in his chest. "Is that a – "

"Dude, we're in your house," Gwen said, pressing a finger to his lips. "Why is it that I have to remind you to keep it down? I mean, what would your mother say if she found her precious baby boy alone in a room with a girl?"

Naruto's blush at Gwen's previous action abandoned him immediately and he tensed at the thought. "After killing you," he muttered, "she'd kill me."

"Right, I'm not going down that rabbit hole," Gwen said with a shake of her head. "Anyways, I managed to find you something. It's not much, given that I'm kinda stuck in another universe and all that, but I think it should work for now."

Naruto opened the bag with great anticipation, only for his face to fall immediately. "You're," he cleared his throat to find his voice, "you're kidding me, right?"

Inside the bag, atop a large layer of white paper, was a small foam fox mask. The kind one would find at a discount store. He picked it up slowly, holding it by the thin white strip, before looking up to find Gwen wearing her own mask of amusement; grinning widely and only barely restraining her laughter.

"No, I thought it'd be fitting," Gwen said with humor in her voice. "You did say you wanted something orange."

"Yeah but... this won't even cover my whole face," Naruto muttered.

"You won't know unless you try," Gwen said with a continued smile. "Come on, put it on. I tried really hard to find this."

With a sigh and a great deal of disbelief, Naruto slipped the mask over his head, feeling as though he probably looked as dumb as he felt. "Was this really the best you could find?"

His answer came in the form of a sudden flash, momentarily blinding him in the dark of his room. When his vision finally returned to him, he found Gwen's grinning face glowing in the light of her phone.

"That's a keeper!" Gwen said in an excited whisper.

Naruto felt his face burn behind the mask. "Hey, you can't do that! Delete it!"

"You need to keep it – " Gwen was in the middle of shushing him when both their attention snapped to the door. The sounds of rapidly approaching footsteps warned them of someone incoming.

"Shit," Naruto panicked.

Gwen snatched the mask from his face and pushed him into bed, a gloved hand covering his mouth as her face hovered dangerously close to his, her hair tickling his forehead, their noses mere inches apart. "Play it cool," she instructed.

With a quick flick of her wrist, she pulled herself to the ceiling, hanging on with both feet and a single hand keeping her in place. Her free hand holding the paper bag close to herself.

Not a moment later, the door burst open, revealing Kushina in a purple nightgown and a wooden baseball bat in hand. She quickly scanned the room, looking for something.

"Where is she?"

Someone.

"What?" Naruto muttered, acting as if he had just awakened.

"I clearly heard a girl's voice in here, there's no doubt about it," Kushina said, moving quickly to his closet.

"What? No mom, I was watching a video before I fell asleep and I accidentally played it when I was checking the time," Naruto said, verbally weaving the first story that came to mind.

"And you were talking to your phone?" Kushina asked, her voice sounding muffled from within the closet. "Because I clearly heard your voice too."

"I was talking to myself," Naruto said, briefly glancing up at Gwen. "You know I'm kind of weird like that."

Kushina appeared from within the closet, the slugger now resting on her shoulder much like a mobster would. She hummed as she looked about the room, approaching his bed to peek beneath it. "That is true," she said as she ran the bat along the underside of his bed.

"You didn't have to agree to that," Naruto muttered.

"Are you sure there wasn't a girl in here?" Kushina asked, ignoring his words. "The voice sounded so clear," she said as she approached his window, opening it she looked outside.

"Mom, it's snowing outside and we're on the eighth floor. Where could I possibly be hiding a girl?" Naruto said, hoping dearly his mother wouldn't look up as he was. He could see Gwen's attention was on his mother and if for no other reason, he was glad they had high ceilings.

"Could ya close the window? It's cold," Naruto said.

Kushina hummed again, seemingly focused on something outside before she finally shut the window. "What video where you watching?"

Naruto wasn't expecting the question, even though he probably should have. As such, he had no immediate answer. "A uh, a play-through."

"What play-through?" Kushina asked, tapping the bat against her shoulder in a way he found unsettling.

"I don't remember, it was one I was watching before I fell asleep," Naruto said, growing exasperated at his mother's continued line of questioning. "I closed out of it and was about to go back to sleep before you barged in, swinging a freaking bat!"

"Was it one of those videos?" Kushina questioned, pointing the bat at him briefly before returning it to her shoulder. "I know you're getting to that age where you're interested in – "

"Mom!" Naruto shouted, his voice rising and his face burning as he tried his hardest not to look up at Gwen. His sensitive hearing revealed her muffled nose exhales indicating the humor she found in the situation. "We're not having this discussion at three in the morning!"

"Now Naruto, I know it may be hard for you, not having your father around to discuss these...things," Kushina began slowly, "but just know that I'm here for you. If you ever have any questions regarding your body – "

Naruto shot out of bed with a speed that surprised even himself, swiveling behind his mother he began to usher her out of his room. "I'm tired and I want to go back to bed, you should too. You've got work tomorrow!"

"Okay, we'll post-pone this for now, but again; I'm here if you ever want to talk," Kushina said as she allowed herself to be pushed out of his room.

"No, we'll never speak of this again. Goodnight, mom," Naruto said, quickly shutting the door in her face.

"Goodnight my precious Fox!" Kushina sang from behind the door.

Naruto's head fell, his forehead thumping loudly against his door and it remained there as he listened to his mother's light and retreating footsteps.

Gwen dropped down behind with a soft thump. "That was...something."

There was amused sympathy in her voice and it only added to his embarrassment.

"Please don't tell anyone," Naruto whispered with his face still planted firmly to the door.

"Who would I tell?" Gwen asked with a shrug of her shoulders before taking a seat on his bed. "All that aside, you're real suit's still in here."

That broke Naruto from his shameful stupor. "Real suit?" He asked, turning to look at her from over his shoulder.

"While this certainly made for a fun prank and a great reminder," Gwen said, swinging the cheap fox mask around her finger, "I don't expect you to go swinging around in this and your pajamas. Now look inside."

Naruto made sure he locked his door before taking a seat at Gwen's side. He watched as she overturned the bag, dropping a red and blue pile onto the bed.

"Is this another joke?" He asked cautiously.

"No more jokes," Gwen said, holding up the suit. "I got this from a costume store. It was the last one they had and it was expensive, so you know, you're welcome."

"It's got fake muscles on it," Naruto pointed out, indicating to the padded biceps and abs.

"It's also about your size, has a mask, seems durable enough, and it's officially licensed," Gwen said, throwing it at him. "And most importantly, it'll work for now."

"I guess," Naruto muttered, feeling somewhat disheartened to find no orange in the suit whatsoever.

"Suit up, we're going out for some practice," Gwen said, standing to her feet.

Before Naruto could question as to what she meant, he reflexively caught a pair of white cuffs she tossed at him.

"No way," Naruto quietly gushed. "Are these web-shooters?"

"Yes, it's my spare set and one of my earlier models. They may be a little worn and sensitive to touch, but they should work for now," Gwen said. "Oh, and they auto adjust for size, so they should fit you."

"I," Naruto looked up to Gwen before standing, reversing their roles. "Thank you, Gwen," he said sincerely. "I don't know what i'd do without your help."

Gwen turned away quickly, moving towards his window, putting on her mask again. "You're welcome, Naruto. Now remember to wear something warm and flexible beneath your suit, and meet me on the roof."

Naruto watched her go, feeling his heart beat loudly in his chest and he wasn't sure it was all due to anticipation. After all, it was thanks to Gwen that he was now one step closer to fulfilling his promise to Spider-Man.

* * *

**I'm going to go ahead and get in front of the curb by saying that yes, I know the Green Goblin is dead, but they don't know that. Also I should clarify that while I do eventually want to introduce this Naruto into the Avengers, it won't be immediately. He'll have his own adventures following the events of Into the Spider verse before that ever happens. **

**Now I want to thank everyone who has reviewed, favorited, or simply just followed. I also appreciate those who have been patient with me so far. Life's been so, so, recently, but no one wants to hear someone complain about that. **

**Thanks again and until next time!**


	4. Chapter 4

Naruto stepped into the chill of the night, shivering both because of the cold, and his innate fear of heights. It didn't help that it had been snowing all night, covering the fire escape in a thick sheet of snow.

"Oh boy, here we go," Naruto muttered to himself as he gripped onto the rail, slowly but surely making his way up to the roof. After four excruciating floors on the narrow and shaky metal fire escape, he finally made it to the top where he found Gwen seated atop the elevator roof entrance, staring at her phone.

"Do you want me to text you a copy?" Gwen asked with a chuckle, showing him the picture she had taken of him earlier.

"If I asked you nicely, would you delete it?" Naruto asked, tilting his head with a pleading smile.

"Nope, it's my wallpaper now," Gwen said, showing him her phone again to prove her point before pocketing it. "What took you so long, anyways?"

"I've never been too keen on heights," Naruto admitted. "And it doesn't help that the stairs were covered in snow."

"You have the ability to stick to virtually any surface, remember?" Gwen pointed out. "A little snow shouldn't affect you as long as your feet are firmly planted on the ground."

"I'll be sure to implement that once I know how to control it," Naruto retorted. "I nearly tore the ceiling apart in my dorm."

"You also ruined my hair," Gwen said, falling from her perch to stand before him with hands on her hips.

Naruto would disagree with that statement, but he didn't want to test Gwen's patients on the roof of a twelve-story building.

"Right, so how do I control that?" He asked.

"You just do," Gwen said, approaching the roof entrance, and began to walk up the surface vertically. She came to a stop midway, staring at him through the large eyes of her mask.

"Yeah I'm going to need you to be a little more specific than that," Naruto said. "So far, I've only stuck to things by accident, or when I'm stressed it seems."

"I'm not going to lie and pretend to know exactly how or why it works," Gwen said, crossing her arms. "But I know how I do it. Though I'm not sure just how to put it into words."

"What do you mean?" Naruto asked as he approached where Gwen stood horizontally.

"I guess just act like it's natural?" Gwen said, tilting her head, the eyes of her mask narrowing in seeming thought.

"Woah! How did you get your mask's eyes to move like that?" Naruto asked excitedly.

"One thing at a time, Naruto," Gwen said. "The best way I can put it is like this; pretend it's like a normal body function, like breathing. Walk up to the wall, expecting you'll stick, and you should stick. And when you want to let go, just let go," she finished, flipping off the building into a crouched position.

_She's so cool!_

Thankfully, Naruto was wearing his own mask which he hoped concealed his reaction. "So basically, believe in myself?"

"Pretty much," Gwen said, shrugging her shoulders. "It's important to not panic though, less you lose concentration and fall. Or continue to stick when you don't want to. You know, like when you did with my hair."

"Are you ever going to let that go? I did say I was sorry," Naruto muttered. "And it really does look good on you."

"Just stick to the wall," Gwen ordered.

Naruto decided to do as he was asked. Being as cautious with heights as he was, he felt as though knowing how to stick to walls would save his life. Especially when it came to web-swinging, which he was not looking forward to trying.

"Like breathing," Naruto reminded himself, pressing a foot to the wall. When he applied weight to his single foot, it slid down as one would expect.

"Remember, make yourself believe you can do it," Gwen offered. "Because you _can _do this, Naruto."

"I can do this," Naruto repeated, placing his foot on the wall again, mentally believing it would stick. He felt a smile split his face as his foot stuck to the wall through his shoe, not budging even when he pulled down or away. "Okay, now what?"

"Good, now your other foot. Remember, don't panic if you feel like you're about to fall because you won't. Your superhuman strength should allow you to stand without falling on your ass," Gwen said as she walked up to him and placed a hand on his back. "If nothing else, I won't let you fall."

"Got it, thanks, Gwen," Naruto breathed out. He shook as he tried to find a way to lift his left foot, which was currently supporting all of his weight. Slowly he did so, before quickly placing it beside his other foot. "Look Gwen, I'm doing it!"

"I see that," Gwen said with a laugh. She continued to keep a hand on his back in support. "Now walk up a little. Do it just like you would if you were walking down the street."

Naruto took a calming breath, feeling his heart beat loudly in his chest in equal parts excitement, and trepidation. He tentatively raised his right foot, feeling it come loose just as he hoped it would. Doing as Gwen recommended, he moved his right foot forward, sticking, then his left, and so on without any problems until he ran out of wall.

"This is so cool!" Naruto said with a cheer as he turned around and walked down the wall, and then back up again before stopping midway.

"You catch on pretty quickly," Gwen praised. "Now for some web-swinging."

Naruto fell on his back, into the snow, with a thud.

For as long as he was a fan of Spider-Man, Naruto always imagined himself swinging through the New York skyline. Maybe even saving a cute girl from peril along the way. However, one thing he failed to consider was exactly what that would entail.

Now, the idea of jumping from any height above his own was one that made him extremely nervous. He looked up at Gwen, who was looking down at him with a masked eye pitched inquisitively.

"You good?" She asked.

"We're going to practice web-swinging from up here?" He asked, still lying on his back in the snow.

"That was the idea, why?" Gwen asked.

"I was hoping we could start with some lower hanging trees," Naruto suggested. "I wouldn't mind trying a few street lamps."

"Are you really that afraid of heights?" Gwen asked with what sounded like genuine concern.

"No more than anyone else, I think? We are really high up right now," Naruto said.

"I'll give you that," Gwen said as she rounded him. She flicked her wrist, webbing his chest to pull him to his feet. "I guess we'll have to find some smaller buildings, maybe go back to the warehouse district and get you started in one of those. It's how I learned."

"You learned inside a warehouse, and you wanted me to swing from up here?" Naruto stated flatly.

"Unfortunately, we don't have the luxury of time, Naruto," Gwen said. "And speaking of time, we'll have to worry about swinging later. If I heard correctly, your mother works early in the morning, right?"

"Yeah, what about it?" Naruto asked.

"I'm guessing she says goodbye to you before going to work, maybe the two of you have breakfast together, catch my drift?" Gwen continued.

"I guess that means our training will have to wait until tomorrow then?" Naruto concluded.

"That and I've been up for a really long time and I'm getting kind of tired. I'd like to get in a few hours of sleep before we continue with your training tomorrow; today?" Gwen shook her head. "Anyways, there is one thing we can do right now."

"Oh yeah, what's tha – "

Naruto's senses flared to life as he quickly brought his arm up to block a sudden kick that would have stuck his face.

He grunted in pain and he was pushed back a couple of feet in the snow from the sheer force of the attack, leaving his arm throbbing in pain.

"What the hell?" Naruto exclaimed, shaking his aching arm. "That really hurt!"

"Your enemies won't take it easy on you, so neither will I," Gwen said as she took to a fighting stance, feet apart, arms up.

Naruto also put his arms up, almost mimicking her own stance, but he hadn't the faintest idea of what he was doing. "Shouldn't you teach me something first? Again, I don't know how to fight."

"Follow your instincts," Gwen said before running at him.

"That tells me nothing!" Naruto yelped as he tried his best to dodge a flurry of fists and feet. He was successful for the most part, and it almost felt as though his own body was moving of its own accord, yet he knew that not to be the case.

After what felt like an eternity of fighting for his life, which involved no actual fighting on his end, Naruto was finally allowed a reprieve. In avoiding a spinning kick, he managed to perform a backflip, once again surprising himself, landing a few feet from Gwen. Thankfully, she did not seem to continue her onslaught.

"Exactly what was that supposed to accomplish?" Naruto asked breathlessly. He wasn't necessarily tired, simply winded and in continued disbelief at her brazen attack.

"You were supposed to try and fight back, not just dodge," Gwen said, crossing her arms.

"Yeah, but how? I've told you before, I don't know how to fight!" Naruto said, outstretching his arms in exasperation. "You can't just start swinging at me and expect me to know what to do!"

"Fair point," Gwen relented with a sigh. "I took a few classes, watched a some videos, and had more time. But hey, at least you were able to dodge and block most of my attacks, so that's something."

"Yeah," Naruto agreed following a nervous chuckle. He didn't want to openly admit that he wasn't fully consciously in control of his own actions.

"Well, I guess there isn't much more we can do tonight. I really only came to give you your suit. I'd say I'd see you at school tomorrow, but I probably won't be going back, given that I only enrolled to find you," Gwen said.

With that, Naruto was reminded that Gwen was from another universe entirely.

"Do you miss your world?" Naruto asked.

The large eyes of Gwen's mask fell until nearly half lidded. "What brought this on?" She asked in a low voice.

"I imagine you have a family, friends...maybe a boyfriend, all waiting for you back home?" Naruto said, selfishly and childishly hoping that the latter was not the case.

Gwen turned away. "I do miss my mom, and my dad," Gwen said. "It's kind of why I'm pressing you so much. I'm sorry, Naruto, but I do want to go home and you're the only one who can help me."

But he didn't want to see her go. Naruto realized he was behaving irrational, and likely hormonal, but he really did like Gwen. So much so, he knew he had to help her return, even if that meant seeing her go.

"I understand," Naruto said, pulling his mask off. "Gwen, I promise I'll do everything I can to get you back home."

Gwen was quiet for a moment before she glanced at him from over her shoulder. "Thank you, Naruto." She said quietly.

Naruto watched her approach the ledge. "Guess I'll see you later then?" He called out after her.

"I'll get in contact with you sometime after you're done with school. That should give me enough time to get some rest and maybe even gather more information on Kingpin," Gwen said.

Before Naruto could ask what exactly that entailed, she said something that gave him pause.

"Oh, and I don't have a boyfriend," Gwen said as she jumped from the roof and into the darkness.

* * *

Morning came in a blink of the eye. Naruto felt as though his head just hit his pillow before his alarm sounded off, waking him up from a dreamless sleep.

He was in the middle of dressing himself, ensuring he was wearing his suit beneath his uniform, when his mother's breakfast had his mouth watering. After having not eaten for nearly two days, he was more than hungry.

"Sleep well?" Kushina asked with a chipper smile.

Naruto stared at his mother impassively, his hair groomed by his bed, and his eyes heavy from lingering sleepiness. She, on the other hand, was dressed in her professional suit, ready to face the world. Meanwhile he wanted nothing more than to fall face first into his pillow and sleep for at least a couple of days.

"Considering you burst into my room swinging a bat at three in the morning; I could use a few more hours. Any chance I can convince you to let me stay home today?" Naruto asked.

"Well, considering you weren't supposed to leave Vision in the first place, no," Kushina denied.

"Fair enough," Naruto relented, digging into his breakfast.

"Now it's like I said last night, I've got to go in early today. Can I trust you to make it to Vision by yourself today?" Kushina asked, taking a seat opposite to him at the table.

"You act like I haven't done it before," Naruto said.

"You've also never behaved like a delinquent before," Kushina countered.

Naruto looked up at his mother, who was drinking her orange juice calmly. "I skip class once and now I'm a delinquent?"

"That's how it starts," Kushina said, raising a finger. "You also snuck out with Miles."

Naruto said nothing else, knowing he couldn't promise he wouldn't sneak out anymore. Though his mother did remind him of his friend and the fact that his things were gone from their room. He would have to call him.

After eating considerably more than he was used to, Naruto found himself outside. There was a blanket of snow covering the streets, mostly untouched by the flow of traffic, vehicular or human; a rare sight that only lasted as long as the worn yellow cab that pattered down the street allowed.

Naruto was not above planting his face in his phone, though he did walk with it raised high enough to allow his peripherals to catch sight of any incoming danger. As he did so, he rolled through his short contacts list, quickly finding Miles.

His phone rang three times before he answered.

"Hey," Miles trailed, his voice low.

"Hey," Naruto repeated, knowing why his friend sounded so down. "I take it you heard the news?"

"Yeah," Miles answered simply.

Miles was as big a fan of Spider-Man as he was.

"There a reason you weren't at our dorm yesterday?" Naruto asked.

Miles was silent for a moment. "I got into it with my old man after he found out I snuck out to meet Uncle Aaron. I wanted to drop out of Vision, but mom convinced me to go back to finish the month. I just don't know, man."

"Listen, Miles, I know you don't like it at Vision, but I really think you should give it a shot," Naruto said.

"Naruto..."

"Come on Miles, you're smart, you deserve to be at Vision," Naruto said, trying selfishly to convince his only friend at the school to return.

"But I don't have any friends at Vision," Miles countered.

"Ouch, that hurts," Naruto said jokingly, pressing a hand to his chest. Though admittedly, he did feel slightly disillusioned at the dismissal of their friendship.

"Oh crap, I didn't mean it like that! Naruto, we're cool!" Miles shouted.

Naruto pulled the phone away from his ear with a grimace and a smile. "I know what you meant, Miles, you miss your friends from your old school. I get it, I have friends from my old school I miss too."

"Yeah, it sucks," Miles said after a stretch of silence.

"Just because you go to Vision doesn't mean you can't still hang out with them," Naruto tried to reason, hypocritically, having fallen out of touch with most of his aforementioned friends. "Come on, buddy, you can't just leave me alone with all of those stuck up...well it's crazy how even the nerds look down on us."

"Right!" Miles agreed.

"So, you coming back or not?" Naruto asked, getting back to the point.

"It's like I said, mom talked me into coming back," Miles said slowly. "But you know I got your back, Naruto!"

"Thanks, Miles," Naruto said with a smile. "I got your back too."

"See you at school," Miles said with what sounded like a smile.

"See you then," Naruto replied.

Just as he hung up, Naruto felt his senses flare to life. He stopped in his tracks, and looked around but saw nothing to indicate he was in danger. When he turned back to begin walking again, he startled when suddenly, he found himself in front of the cute girl from the day before.

"Hello!" She greeted cheerfully with a wave and a closed eye smile.

"H-Hey," Naruto said, idly waving back

"You're just like me, aren't you?" The girl said, opening her large brown eyes to look at him with shimmering curiosity.

He had no idea what she was referring to. "Sorry, I don't like to assume but I'm Japanese. If that's what you were talking about..." Naruto trailed off.

"No, silly, I mean you're a Spider-Woman, like me!" The girl announced. "My name is Peni, by the way, Peni Parker!"

Parker?

"Wait, what do you mean Spider-Woman? If anything, I'd be a Spider-Man!" Naruto corrected, before realizing what he just admitted.

"That was easy. Do you usually reveal your secret identity, or am I just special?" Peni asked playfully, tapping a finger on her cheek.

"Gah!" Naruto buried his head in his hands. "I wasn't supposed to say that! Who are you, anyways? How did you know what I am?"

"It's like I said, you're like me," Peni said, walking to stand closer to him, prompting him to take two cautious steps back. "I could sense it, like I did yesterday. I just wasn't sure it was you who I was sensing. Now I am."

"You could sense me?" Naruto asked aloud, taking another step back until his own senses flared to life again, this time much stronger than before. Again, in place of danger, there was another feeling, almost one of familiarity. Like he knew who Peni was, just hadn't seen her in a very long time.

"You felt it too just now, didn't you?" Peni said, smiling excitedly. "I'm guessing you're from another universe too. You must be, considering this universe's Spider-Man is...gone."

"Come with me," Naruto said, pulling the girl along by her hand without thinking about what he was doing. It would seem he would be missing another day of school.

He brought Peni back to his apartment, where she proceeded to make herself at home, going through his pantry.

"Sugar free cookies?" Peni said, staring at the package of cookies as though the mere sight of them offended her. "Isn't the whole point of cookies being the sugar? And what's with the diet soda, isn't the point of soda – "

"My mom has a thing with gluten," Naruto interrupted.

"Those aren't even the same thing," Peni pointed out. "Also, in my time, we're over that fad."

"I know, I know, I've tried explaining that to my mom but – wait, what do you mean your time?" Naruto asked.

"Oh, right," Peni cleared her throat into her fist before jumping on his kitchen table. "My name is Peni Parker, I'm fourteen and three years ago, I was bitten by a radioactive spider. I'm from New York, in the year 3145. I have a psychic link with the spider who lives inside my father's robot, and we're best friends forever!"

Naruto stared at the girl, unsure of how to take exactly what she had said. He believed her because of what his senses revealed to him earlier. And while the idea of interdimensional traveling Spider-Women was still a foreign concept, his life had taken a decided turn for the strange as of late. At which point he was willing to believe almost anything.

Peni was still standing on his table, with her hands on her hips, eyes closed again, in something of a pose. After a few passing moments of nothing said, she opened a single eye to look down at him.

"I know my presentation isn't as impressive without my robot, but you could at least say something. Or is it that maybe you see something you like?" Peni asked with a teasing grin.

This time, it was Naruto who cleared his throat, feeling his face heat up at the insinuation. "I'm uh, I'm actually kind of surprised because I was also bitten by a radioactive spider. Like two days ago. Though I am from this universe. But you're not the only one I've met who isn't."

Peni's smile fell away into intrigue as she jumped down from the table. "I'm not?"

"No. Yesterday, well, the day before yesterday, I met a girl who was also bitten by a radioactive spider, and who also happens to be from another universe." Naruto explained. "And I'm pretty sure we know what caused it. The whole universe travel, that is."

"You do?" Peni asked.

"Maybe. It's more of a theory, really. a quantum theory," Naruto said before proceeding to explain the events leading up to the current day.

"I'm sorry to hear that," Peni said, offering him a genuine look of sympathy. "But I'm going to need your help to get back home. Actually, I don't think I've gotten your name."

"Naruto Namikaze," he said before offering the girl his own smile. "And thank you."

The perpetual blush on the girl's cheeks seemed to darken for all of a moment. "Anyway, if you give me the flash drive, and a computer, I should be able to rewrite the code, making sure that when you destroy that collider, I and this Spider-girl get back to our respective time, or universe, or whatever."

"Right," Naruto was once again reminded that Gwen would eventually have to return to her own world, leaving his. "Right. If you think you can do it, we hadn't even considered how we were supposed to actually return her beyond stopping Kingpin."

"Then I guess you're lucky you met me!" Peni said with a smirk, snapping up the flash drive from his hand. "Now, show me your computer!"

Naruto did just that, showing her to his room where his desktop was located. Peni looked about the room, before observing his computer, once again making a certain look.

"What is this?" She asked.

"My computer?" Naruto said in confusion. "Something wrong?"

"It's so outdated," Peni said, kicking the tower lightly.

"Hey! I'll have you know that pc is the best money could buy...three years ago!" Naruto said moving to hug his computer tower, truly feeling offended. His mother worked hard for the few luxuries he was allowed.

"Well I'm sorry but it won't do," Peni said, crossing her arms petulantly. "My robot can actually gut the flash drive and make the adjustments needed to it, but I need to connect him to a real computer to make any changes. Any idea where we could find a computer a little more powerful than this thing?"

"I'll have you know this 'thing' can run the latest Call to Duty at low settings at sixty frames, and medium to high at thirty...and you don't care," Naruto finished with a sigh at her flat expression.

"Oh I'm a bit of a gamer myself!" Peni proclaimed proudly and with something of a smug smile. "We're on like the fourth hundred iteration, and I'll have _you _know I have an average K.D of about thirty!"

"That doesn't make sense," Naruto deadpanned.

"As in I average thirty kills with no losses!" Peni boasted.

Naruto looked at her in a new light. "Woah, that's amazing!"

Peni chuckled, "Yes, I am pretty awesome, aren't' I?"

A sudden thought occurred to Naruto just then. "Wait, I wonder if Spider-Man has...had some sort of supercomputer? I mean, it would make sense, right? Fighting crime for all of these years?"

"It makes sense," Peni agreed. "I know I have one. Provided it exists, do you know how we could possibly gain access to it?"

"I might," Naruto said as he pulled his phone out to call Gwen, only to stop when he recalled what she said the night before. She was likely trying to get some sleep and he didn't want to bother her if he could avoid it.

He needed to learn how to be self-sufficient because eventually, Gwen and Peni would both return to their own worlds. He already promised he would help Gwen and he was determined to keep his word.

"So?" Peni pressed after a short moment of silence.

Naruto recalled Spider-Man's words. He didn't know if he was ready to protect anyone should the need arise, but time stood still for no one and he had yet to make good on his word of protecting Peter Parker's family. The longer he failed to do so, the more danger he reckoned they would be in.

"This robot of yours, you use it for fighting crime, right?" Naruto asked.

"Well duh," Peni said.

"Then I think I know where we need to go," Naruto said, taking a seat as his computer.

Finding where May Parker lived was easier than Naruto felt comfortable with. Her name, along with that of Peter and Mary Jane Parker, were amongst the top search results, with the fourth being the street in which they lived, and fifth being May's address. Such common knowledge proved to further concern him, as well as motivate him to hasten his training.

Even if that meant swinging from the highest buildings in New York to do so.

Though he sincerely hoped that he didn't need to.

* * *

"This is certainly...homely," Peni said.

After finding May Parker's address online, they took the train to the Queens, and now stood amongst a crowd of Spider-Man supporters, who were gathered around the entire block. Waves of people surrounded one of many a humble home.

Much like with the funeral, there was a strong police presence keeping the masses at a distance from the May's home. Getting through the crowd would be hard but not impossible; convincing the police to let them through, on the other hand, would be.

"How are we supposed to get to May with everyone around?" Naruto wondered aloud.

"Leave that to me!" Peni announced as she pulled him along, past a few more houses, and to an alley between two apartment complexes.

Once there she pulled from within her backpack what appeared to be a transparent tablet. She quickly tapped away at it.

"Spider!" Naruto all but shouted as he saw one crawl from behind her to rest on her shoulder.

"He's my friend, silly," Peni said with a smile. Naruto shivered seeing the spider press against her cheek affectionately. "It's also how I pilot my robot."

"Pilot?" Naruto pondered. "Wait, how big is your – "

His senses flared to life again as he felt the ground shake beneath his feat ever so slightly. He looked up with wide eyes to see a large, mech-like robot descending rather quickly.

Acting out of instinct, he took Peni into his arms and jumped away, coming to a crouched perch on the adjacent fire escape.

"Hey, what are you doing?" Peni muttered as she struggled in his hold. "Let me down you dummy!"

Naruto hummed, turning away from the large and unmoving mech to realize he was holding Peni in his arms in a bridal hold. The girl seemed flustered, even in the low light of the alley, struggling to escape his grasp.

"Why are you so freaking strong?" Peni asked, grunting as she pounded at his chest. "And that's the robot I was talking about, you brute!"

"T-That thing's a freaking mech!" Naruto exclaimed, hearing his voice rise higher than he would have wanted. "A mech! You pilot a mech!?"

"Well duh," Peni said with a huff, blowing a stray strand of her hair from her eyes, and arms crossed. She had evidentially given up on trying to escape.

"That's so cool!" Naruto gushed as he jumped down next to the large machinery, ignoring Peni's shriek. He landed softly in a crouch and set her down to inspect the robot.

"He's called SP/ /dr, spelled with two forward slashes," Peni explained as she straightened out her skirt. "My spider friend here and I share a psychic link; it's how we co-pilot it together."

"Why?" Naruto asked as he continued to take in just how amazing the mech was.

It was at least ten feet tall in a semi-crouched position, with a capsule like center, and what appeared to be a viewing port of sorts with rounded LED eyes that seemed to follow him, also illuminating the dark alley in a vicious red glow. It also had two long arms ending in three claw like hands, along with even longer legs, all magnetically attached at the joints, and to the body.

Overall, the mech was both red and blue in color, shining as if pristine, with a metal construct that suggested a solid fortification. Similarly, the viewing port appeared to be made of glass, with barely visible hexagonal reinforcements layered within.

It definitely didn't appear to be your typical cosplay mech, made of mere cardboard and plastic. Though the two cherubic kitten decals, and what looked like a green monster, certainly added a flare that matched what little he knew of the eccentric Peni Parker.

"Well, piloting my SP/ /dr alone would be too much for the human brain. Even one as super-awesome as mine," Peni began.

"No, I mean why is it spelled like that?" Naruto asked, looking over to her.

Peni frowned at him before thumbing in the direction of the SP/ /dr. "Just get in, pretty boy."

"Eh, p-pretty, me?" Naruto blushed.

He pretty?

Naruto liked to believe he was of average looks, as his nonexistent dating record would attest to, but if anything, he would have liked to be considered handsome. But a compliment was a compliment, he supposed.

It was a welcomed first coming from someone other than his mother, especially a cute girl like Peni.

Naruto shook his head to dispel that notion. Peni was certainly cute, but she was also two years younger than him and he liked Gwen!

"Well, are you getting in or not?" Peni pressed.

"Uh, how exactly am I supposed to – " Naruto shouted and began to panic when the SP/ /dr suddenly lurched forward to grasp him by the back of his uniform, scooping him up kicking and screaming towards its now opened port.

Feeling as though he was about to be eaten, Naruto closed his eyes and felt something surge out from deep within himself, exploding outward.

Naruto felt himself being dropped abruptly, falling to the ground with a dull thump.

"That felt weird," he muttered as palmed the back of his head.

"What was that?" Peni asked in awe.

"What was what? And why did your mech just try and eat me?" Naruto asked as he jumped to his feet and away from the mech.

"You're the one who shocked him!" Peni said, pointing an accusing finger at him. "You just produced an electric charge. And I already told you, his name is SP/ /dr!"

"Right, Spider," Naruto said. "I did what now?"

"You said it wrong!" Peni accused. "His name is SP/ /dr, you called him Spider! Get it right!"

"I – what?" Naruto narrowed his eyes at the pouting girl in confusion. "I said Spider!"

"Yes, and his name is SP/ /dr!" Peni shouted.

"That's what I said!"

"No it's not!"

"Wait, what are we even arguing about?" Naruto asked, truly confused.

"How are you spelling SP/ /dr in your mind when you say it?" Peni questioned.

"I'm not, I'm just saying Spider," Naruto said.

"Spell it out in your head before you say it," Peni demanded.

"Are we seriously – "

"Do it!"

"Fine!" Naruto relented, rolling his eyes before doing as he was told. "SP/ /dr."

"See, now that wasn't so hard, was it?" Peni asked with an innocent smile.

"I literally said it the same way!" Naruto shouted before taking a calming breath. "You were saying that I shocked your SP/ /dr?"

"Yes you did," Peni said pointedly, before her expression turned into that of confusion. "Wait, do you not know what all of your powers are yet?"

"I just kind of assumed they were the same as Spider-Man's, and Gwen's," Naruto said. "Ya'know, super strength, agility, heightened reflexes and all that."

"Interesting," Peni's eyes widened some and were seemingly shining in excitement. "Do you mind if I prod you, you know, so we can know for sure?"

Behind her, one of SP/ /dr's hands turned into a saw blade and was spinning slowly, menacingly, complete with a menacing facial emote.

"You're a little scary," Naruto commented as he took a cautious step back. "And no, you can't prod me!"

"I call it scientific curiosity!" Peni said before shaking her head. "Now, if you don't mind, please don't shock my SP/ /dr again."

"Then don't have it eat me!" Naruto rebutted.

"I told you to get inside, we're going to use my SP/ /dr to sneak past all those people," Peni said.

Naruto looked from the short girl, to the large mech. "That thing is supposed to get us in?"

"I'm a stealth master! Probably better than you right now," Peni pointed out.

"I," Naruto trailed off, realizing she was probably correct. He looked back to the opened SP/ /dr. "Are we both supposed to fit in that thing or..."

Peni's face suddenly grew flustered, clearly coming to that realization. "I guess we could come back when it's dark later tonight?"

"Yeah, I think that might be a much better – "

Without any warning, Peni suddenly began to glitch, much like Gwen had before.

"Peni!" Naruto caught her in his arms before he fell. Thankfully, it hadn't lasted more than a few seconds, allowing him to keep her in his arms. "Are you okay?"

"That's the second time this happened," Peni groaned. "It hurts, Naruto."

"I need to get you home," Naruto said, moving towards SP/ /dr, who somehow looked concerned. "But to do that, we need to find May Parker."

Despite his resolution, Naruto couldn't help but feel awkward as he was sat hunched over slightly inside the mech, with Peni on his lap as she piloted the SP/ /dr. She didn't seem too concerned with the situation any longer as she listened to her music, bobbing her head to the beat as she snacked on some popcorn that she somehow produced.

The interior of the mech glowed in a dim red hue, with no solid controls. The interface was in Japanese and all holographic, controlled masterfully by the girl as though it was second nature.

They were currently traversing through the sewers, illuminated by a light from SP/ /dr.

He didn't believe there was anyone as cool as Gwen, until he met Peni and suddenly, Naruto felt as though he was lacking as a fellow radioactive bite recipient.

"We should be approaching the back alley behind the house now," Peni announced as she looked at what appeared to be a map of the neighborhood. "You ready?"

"As I'll ever be," Naruto said.

SP/ /dr lifted the drain open with a single arm and stuck it out. A display appeared before Peni, showing a clear view of the street, and their overall surroundings.

"No one's looking this way. I can momentarily cloak my SP/ /dr, refracting light to blend in. As long as we move slowly, no one should notice us," Peni announced.

"Have I told you how cool you are?" Naruto asked. "Because this feels like I'm in a video game right now, or an anime!"

"Praise me more!" Peni said following a giggle.

Before Naruto could respond, Peni maneuvered SP/ /dr into the open. A notification appeared on the display informing them they were currently cloaked, accompanied by a bar indicating the effectiveness of the cloak. It decreased whenever they would move, and increase when they came to a stop.

Slowly Peni made it over the backyard fence, coming to a stop near a small beige shed.

"I'm going to leave SP/ /dr here, cloaked. We should be able to get close now," Peni said.

"Got it," Naruto said.

Peni jumped out from within SP/ /dr and Naruto followed after her. They made sure to stick close to the privacy fence as they snuck towards the house.

"I know it may be a little late to ask, but do you even know what you're going to tell her?" Peni asked in a whisper.

Naruto stopped in his tracks.

He had no inclination of how he was supposed to approach May and tell her how he knew her nephew. That he was too powerless, despite having the power, to help him in his time of need.

"Naruto?" Peni turned back to look at him with worry evident on her face.

"I don't know," Naruto admitted, standing to his full height.

"Hey, what are you doing? Get down!" Peni called after him.

But Naruto ignored her as he walked up to the back door of the home and knocked. In the moments following that, all he could hear was the distant chatter of the mourners, some even coming together to hum Spider-Man's theme song.

Naruto couldn't help but smile at the sound.

Before he knew it, the door opened to reveal a kind, yet warn looking older woman he recognized to be May Parker. It was apparent she had been crying recently, if her reddened eyes were of any indication.

"I realize you may miss Spider-Man, and though I do appreciate your condolences, I'm going to have to ask you to please leave, young man. You are trespassing," May said softly.

"I knew Spider-Man," Naruto said before thinking.

"Everyone did, dear," May said patiently, and with a warm smile.

"No, I mean, I was there when he...when it happened." Naruto finished, unable to maintain her gaze he instead looked down at his shoes. "I know who did it and I have to stop him, but to do it, I need your help."

"You know who killed my husband?"

Naruto's head snapped up to find Mary Jane Parker, standing behind May. She also appeared to have been crying recently, but her current expression was stern, angry almost. It was clear she wanted answers.

He just wasn't sure how to go about giving them to her.

* * *

**So for whatever reason, the document editor on FF keeps erasing the second forward slash in SP/ /dr if I don't put a space in between, so please ignore it.**

**Now I can only say I'm sorry for taking so long to update. I know I hate waiting months on end with no telling if a story has been abandoned or not. It's just that, life and work, but mostly life, has a nasty habit of getting in the way of things. I won't go into detail, but yeah, life. **

**Just know that no matter how long I take, I won't just abandon a story, not without saying something about it first. Also, I want you all to know I have no intention on ending this, or my other story, any time soon.**

**That said, I want to thank everyone again for their continued support and patients. I'm always trying to be better and your support motivates me to continue. Until next time.**


	5. Chapter 5

Naruto was at a sudden loss for words as he stared at Mary Jane Parker, who stared back at him with quickly growing inpatients. His thoughts were a jumbled mess as he tried to piece together a cohesive way to tell the Parkers the truth without hurting them further.

"If this is your idea of a joke, it isn't funny," Mary Jane said, her frown turning into a scowl.

"Yes, please explain yourself, young man," May added calmly, yet there was an undeniable warning in her tone.

"I…" Naruto quickly glanced over his shoulder to find no traces of Peni, though he could only assume she returned to her SP/ /dr.

"Say something!" Mary Jane shouted, her voice wavering.

"Dear, please," May wrapped a comforting arm around the distraught woman before turning to him with an almost supplicating expression.

Naruto closed his eyes and took a deep, calming breath to regain a semblance of composure. "I was there that night, and I saw it with my own eyes. It was the Kingpin, along with the Green Goblin, and the Prowler. He was trying to stop Kingpin from using a collider."

"Say we believe what you're saying," May began slowly, gripping her niece's shoulders. "What could you have possibly been doing around such dangerous figures?"

"You're not going to believe what I'm about to tell you, but here goes. Three days ago, I was bitten by a radioactive spider. After that I noticed changes in my body; changes I didn't understand. So, I went back to where I was bitten to try and make sense of everything when I happen to encounter Spider-Man as he fought with the Green Goblin," Naruto paused to take another calming breath, feeling his emotions waver his voice. His eyes burned but he willed the tears at bay.

"You're saying you're like my husband?" Mary Jane asked, stepping forward and out of May's grasp and outside of the home to look up at him. "Please, I can't take this joke. Not right now."

"I'm not joking ma'am," Naruto said with as much honesty as he could muster, never once breaking eye contact with the woman.

"You'll have to forgive our skepticism, young man, but surely you can't expect us to believe such a tale," May said, never once losing that soft and patient tone. "You're basically repeating my nephew's beginnings."

Naruto understood their doubt perfectly. There were brief lapses in which even he couldn't believe what had become of his life. Just a short few days before, he was just another teenager, living his life in the best way he could.

He was granted a great power he wasn't sure he was ready for. Or if he ever would be.

"Well?" Mary Jane pressed impatiently. "How do we know this isn't some sort of cruel joke?"

Naruto looked about the porch and the surrounding area, trying to find a quick way to prove himself to the two women. He found a small rock and picked it up, wordlessly showing it to the two women before crushing it, earning gasps from them. Before their very eyes, he allowed the dust to fall from between his fingers into a rocky dust.

"I'm sorry ma'am, but I'm not joking," Naruto said.

"You're telling the truth," Mary Jane breathed out. "But how?"

"I don't know," Naruto said following a sigh and a slight shake of his head. "I honestly don't, but I need you to please believe me."

"We believe you, young man," May said and motioned him in. "Please, come in. I'm sure we have much to discuss."

"Thank you," Naruto said with a relieved sigh and a smile. "But there's more. Peni, you can come out now!"

Both women turned to look in the direction he called to. Follow a few moments, Naruto began to feel awkward as she remained hidden. He cleared his throat and called her name a second time.

"Peni!"

"Are we waiting on something?" May asked.

"Yeah, give me a moment," Naruto said sheepishly before rushing out to the back yard, cupping his hands over his mouth. "Peni! Get out here, you're making me look crazy!"

"You do a pretty good job of that yourself!" Peni shouted back, though she had yet to show herself.

Naruto felt the stares of both women on his back, and a prompt glance over his shoulder proved as much. He offered them both a sheepish smile, holding a single finger up. "One second. Peni! Get your butt over here right now! This is important!"

"No!"

Naruto felt his shoulders drop, casting the two women another, this time apologetic, smile before jogging out into the back yard.

Both May and Mary Jane shared an inquisitive look between the two as they watched him run towards the fence.

Naruto outstretched his hands feeling the air where he knew SP/ /dr was, only to find open air. He focused on the area, catching a glimmer across the grass, seeing it indented slightly. He quickly moved in the direction where he saw it and felt his hands touch the cold and rounded metal of the mech.

He willed his hands to stick to SP/ /dr and with a heave, lifted it into the air, revealing Peni and causing the cloak to fall away. Naruto ignored the gasps from the women behind him as he looked down at girl.

"What are you doing?" He whispered harshly. "You're making me look bad!"

"This wasn't part of the plan!" Peni whispered back.

"We didn't have a plan!" Naruto continued, shifting to hold up SP/ /dr with a single hand and grabbed a hold of her hand with the other. "Now come on, this is our chance!"

"H-Hey! At least put my SP/ /dr down!" Peni whined.

Naruto did so, letting the large mech down, which was frowning at him. "Sorry," he apologized to it as he continued to drag Peni with him.

"Let go!" Peni demanded.

Naruto ignored her. "Sorry about that," he apologized to May and Mary Jane.

"Your girlfriend?" May guessed with a smile, one shared by Mary Jane.

"W-What?" Naruto exclaimed, immediately letting go of Peni's hand.

"As if!" Peni immediately denied, crossing her arms with a huff. "I mean, who would like this dork?"

"Yeah, well, you're short!" Naruto responded lamely.

"Weak," Peni dismissed.

"It's all I've got," Naruto admitted with a sigh before motioning over at SP/ /dr. "I mean, do you see that thing? It's a real mech! Peni's actually super smart."

Peni crossed her arms with a huff, a scarcely restrained smile, and darkened cheeks. "You're still a dork."

"Yeah," Naruto accepted the label and looked back to the two women, clearing his throat. "Anyway, this is Peni, Peni Parker. Yes, you heard that right, and it's kind of a long story."

"I'll make some coffee," May said with a smile of her own.

"Ooh! Do you have hot chocolate!" Peni asked as she followed her inside.

There was a palpable warmth to May Parkers home beyond the crackling fireplace. There were photos on the wall of what looked like a short lifetime of accomplishments and family moments.

Naruto sat on the modest grey sofa next to Peni, who was bouncing her right foot in what he could only assume to be nervousness, a feeling he shared. Sitting before them, in one of two recliners, was Mary Jane. She had yet to say anything since sitting. She only watched them, the bulk of her attention was on him, however.

Feeling awkward, Naruto glanced at Peni, who turned to look at him, visibly hesitant at their shared position. He tried to offer her his best attempt at a reassuring smile, but it felt lame even to himself; he could only imagine what it looked like to her.

To his surprise, Peni smiled back at him, a timid, but grateful smile nonetheless.

Mary Jane cleared her throat, recapturing their attention again. "How old are you, if you don't mind my asking?"

"Sixteen," Naruto said, noting how her eyes creased in a cringe. "But I turn seventeen next October!"

"You say that like it isn't January," Peni remarked.

"Right," Naruto elongated the word following an awkward chuckle.

"Well, how about you young lady?" Mary Jane asked, her face loosening into a more relaxed smile.

"Fourteen, and I turn fifteen in March," Peni finished, smirking at him.

Naruto scoffed. "So what, yours is closer."

"Close enough to warrant mentioning," Peni rebutted.

Mary Jane's sudden and muffled laughter caught him off guard considering she was all but crying and angry earlier, and then reserved after that.

"Sorry," she apologized with a true smile that was quickly hidden behind her hand. "You two are just so…so amusing together."

Naruto wasn't allowed to ponder on what she meant by that as May entered the living room carrying a tray with four mugs. She began distributing their coffee, while Peni was enjoyed her hot coco with marshmallows.

"So, sparing us the more unsavory details, please tell us what happened," May said.

Naruto immediately knew what she was referring to.

"I don't really know why, but the Kingpin has a collider which is capable of ripping the very fabric of reality. When Spider-Man tried to stop him, he was attacked by the Green Goblin and the Prowler," Naruto said, his hands gripping his pants. "I couldn't save him, I'm sorry."

The room fell silent for some time.

"His story adds up," May said after a time.

"Aunt May," Mary Jane began.

"Peter was looking into Kingpin's connection with Dr. Olivia Octavius," May said, speaking exclusively to Mary Jane. "Honey, I know you would have rather not known about Peter's life as Spider-Man, but I can't help but to believe this young man."

Mary Jane looked down to her untouched cup of coffee, stirring it idly.

"Dr. Olivia Octavia?" Naruto muttered before his eyes widened in realization. "Wait, as in the Dr. Olivia Octavia from those cheesy science shows our school's always showing us?"

"Before we get into that, and do forgive my rudeness, but I don't believe we ever got your name, young man," May said.

"Oh, yeah, I'm Naruto Namikaze," he introduced himself.

He didn't miss the concerned exchange between the two women, and his peripherals revealed that neither had Peni.

"Naruto Namikaze," Mary Jane repeated slowly. "As in the son of Minato Namikaze?"

"Yes?" Naruto elongated the word in confusion. "Why?"

But he had a good idea as to why they looked so troubled. May seemed to be involved in Peter Parker's double life as Spider-Man. Given that Spider-Man knew his father, he didn't believe it a stretch to think they knew of his father.

"I'm so sorry, young man," May apologized.

Naruto chose to ignore Peni's own inquisitive, and now concerned, expression she cast at him. "What does Dr. Octavia have to do with anything?"

May looked at Mary Jane. "I'd understand if you want to step out and – "

"No," Mary Jane immediately cut her off with a shake of her head and anew resolution. "Before, I would have rather not known the danger Peter was in. But now that he's gone, well I should have been there for him."

"Considering who all he was fighting, there wasn't much anyone could have done," May said, the words obviously directed at Mary Jane and Naruto both.

"No, I mean I should have been there for Peter as Spider-Man, and as his wife," Mary Jane said, refocusing on Naruto. "Dr. Octavia is Doc Ock."

"What?" Naruto muttered in disbelief.

"She's also the CEO of Alchemax…and an old friend," May admitted somberly, taking a sip from her cup with a distant look in her eyes, as though her mind was in another place entirely.

"Alchemax? That's the name of the building we were in, and it was also printed on the spider that bit me!" Naruto said. "But then that means that Alchemax was experimenting duplicating Spider-Man's powers!"

"Among other things, apparently," Peni added, speaking up for the first time in a while.

"So, you really are like my husband," Mary Jane said with acceptance in her voice, and renewed tears. "What do you plan on doing now that you've told us this?"

"I..." Naruto didn't know what to say.

IF ever there was a chance to back down; to run away knowing he at the very least informed Mary Jane and May Parker of the truth, it would have been that moment. Knowing the truth and those responsible for Spider-Man's death, they could go through the proper authorities to bring down Kingpin.

But that wasn't true.

Further, it wasn't right.

Kingpin had people in his pocket, Spider-Man warned him of as much. There was no knowing the true extent the corruption ran in New York. Beyond that, he gave Peter Parker his word. He promised to protect his family, and that was what he intended on doing. No matter what that entailed.

Naruto only wondered why he ever doubted his own resolution. He was scared and he would admit as much, to himself at least. He was also well above his head in a world of dangerous criminals where life and death were very real stakes.

"Naruto?" Peni was looking at him with large eyes, reminding him that there was even more at stake than just Spider-Man and his family.

"First, I'm getting you home," Naruto said, offering her a smile and ruffling her hair.

Peni closed her eyes and blushed at the action, though she didn't say anything, nor did she push his hand away as he fully expected. He looked back to both women, feeling a new resolution empower his next words.

"I promised Spider-Man that I would protect you. To do that, I'm going to have to become the next Spider-Man. I only hope it's okay with you two?" Naruto finished.

Both women shared a silent look, seemingly conversing with their expressions alone.

"You're a brave young man, aren't you, Naruto?" May said with a small smile.

"Not at all," Naruto admitted. "But I'm gonna do what I have to do."

"But you don't have to do this," Mary Jane said. "You said you promised my husband, but you don't have to put yourself in danger like this for us, Naruto. You don't know us and you certainly don't owe us anything."

"I know, but I want to," Naruto said.

"But you're just a kid," Mary Jane said, beginning to raise her voice. "My husband died. What makes you think you could possibly stop Kingpin if he couldn't?"

"Mary Jane," May warned sternly.

But Mary Jane didn't relent. With teary eyes, she glared at him.

"You'll die too," She warned.

Naruto wasn't discouraged by her words, only hurt by them. Not in the typical sense. He hurt because she was hurting. He didn't know Mary Jane Parker, but he did know that he heated seeing her cry.

Mary Jane had broken down and was sobbing, trying and failing to do so quietly and it was a heart wrenching sight. An all too familiar sight, as well.

"We'll be going now," Naruto said in a wavering tone, standing, prompting Peni to follow him.

"I'll show you two out," May said and followed after them to the back door. She placed a hand on his shoulder before he could leave.

"You'll have to forgive my niece's behavior, but she's heartbroken, you see," May said.

"I know, I get it," Naruto said, blinking away his watery eyes.

May gave him an unexpected hug. "It'll be okay, Naruto. It may not seem like it right now, but it will be."

Naruto hugged her back, feeling himself only moments from losing it himself.

"I'm really sorry I couldn't save him," he apologized. "I had my powers by then. If only I would have tried harder, then maybe I could have – "

"No," May interrupted sternly and pulled back to look him in the eyes. "Don't start down that road, because it's a hard one to return from. Now, I want you and your friend to return later tonight. We can talk more then, and see about getting you started."

"What do you mean?" Naruto said following a sniffle.

"I'll help you become the Spider-Man my son knew you could be," May said, patting his whiskered cheek softly. "Now go on, get some rest. It's going to be a long night, I imagine."

"Thank you," Naruto said simply before leaving her home.

"So, that was something," Peni muttered awkwardly.

"Yeah," Naruto trailed.

"What are we supposed to do until then?" Peni asked.

"I think it's time you met Gwen," Naruto said, digging into his pocket to grab his phone. Before he could make the call, he was receiving one. "Hey, speaking of."

"That's oddly convenient," Peni commented.

"Hey, Gwen, I – "

"_Naruto, meet me back at your place right now_," Gwen said and hung up without any further discussion.

They rode inside Peni's SP/ /dr, once again taking to the sewer system to avoid detection in the daylight.

Throughout the entire trip, Peni had been oddly silent. She didn't even play her music as they traveled, nor did she snack on anything. Naruto couldn't pretend to know the girl, but even he could tell that there was something bothering her. He just wasn't sure how to go about asking exactly what that may have been.

Naruto almost entertained the idea of simply ignoring her behavior, but the angel on his shoulder wouldn't allow it. Though every time he tried to speak up and ask, he ended up losing his nerve, and the devil on his other shoulder joined the angel in mocking him for his lack of nerve.

Finally, after a persistent nagging of his conscience, and the seemingly endless twists and turns of the sewer, Naruto couldn't keep silent any longer.

"Is everything okay?" He abruptly asked.

"Besides me being in another universe, and time, just peachy," Peni replied sarcastically.

"So you decided it's both?" Naruto asked.

"Has to be. In my time," Peni trailed off, sighing sadly to herself. "In my time, things are different."

"Different how?" Naruto asked.

"Different enough," Peni said in a tone that clearly conveyed her reluctance to continue the line of questioning any further.

Naruto couldn't think of any other way to get to the bottom of her troubles, and as a result, he decided he would give her as much space as he could within the confines of SP/ /dr.

"So, what can you tell me about this Gwen girl?" Peni asked after another awkward stretch of silence. "Is she hot?"

Naruto sputtered. "W-What makes you say that?"

"Your eyes almost sparkled when she called you, and you looked like someone kicked your puppy when she immediately hung up," Peni pointed out.

"I don't have a dog," Naruto said.

"That's," Peni sighed, "not the point."

Naruto knew what Peni was hinting at but he decided not to indulge it. He thought he would also need to hide his reactions better; less Gwen catches wind of his crush on her.

"She offered to train me to become the next Spider-Man when she really didn't have to," Naruto explained as evenly and objectively as he could. "I'm kind of in the dark here when it comes to my powers. It helps to have someone I can talk to it about it."

"Yeah well, I don't have the super-strength, and I don't do the web-swinging thing, but I do have spider-sense. So, you know, I'm here too," Peni muttered, her voice growing softer by the end.

"I'll keep that in mind," Naruto said in lieu of anything else. "Thanks, Peni."

There was definitely something bothering Peni and he was determined to find out exactly what that was before too long.

* * *

"This the kid?"

Naruto blinked multiple times in disbelief as he stared at a tall man with brown hair, similarly colored eyes, and a five o'clock shadow. He was wearing a Spider-suit that stretched over his muscles, and over his pot-belly. Above that he wore green jacket, stained grey sweats, an untied boot on one foot, and a tennis shoe on the other.

His senses were going off as he watched the man laying on his couch, tossing popcorn into his mouth.

"Yeah, this is Naruto," Gwen introduced briefly. She was seated on his recliner without her mask, phone in hand, staring intently at Peni who stood nervously behind him. "Question is, who is that?"

"Girlfriend?" The man guessed idly.

Gwen's scowl was nothing more than an afterthought as he stared at what had to be the brunette, older, and more worn out equivalent of Peter Parker.

Maybe even a distant relative?

Naruto instinctively knew that was not the case.

"Another one?" He asked, finally turning to Gwen, who was still staring Peni down.

"Yeah, another one," Gwen answered without turning away before quickly asking. "Who is this, Naruto?"

"Another one," Naruto repeated.

That drew her attention.

"Her name is Peni Parker, and I'll let her explain," Naruto said, motioning the girl forward.

"Did you just say Parker?" The man asked, sitting up, spilling popcorn all over the floor.

"Dude," Naruto sighed and made his way to the kitchen to go a broom dustpan.

"Sorry!" He heard from the living room.

He came back to Peni explaining her origins and how she ended up in his universe.

"Same," the man said. "Except for the whole Japanese school girl thing, and the psychic link with a robot. I'm talking about the portal, by the way."

"Who are you?" Naruto asked the man, who was now resting his feet on the coffee table, making him cringe. "And could you please get your feet off the table?"

"Name's Peter B. Parker. Twenty-two years ago, I was bitten by a radioactive spider, blah, blah, blah, and now I'm here," Peter dismissed, picking at the entrance of his nose and failing to move his feet.

Naruto looked at Gwen, feeling both confused and exasperated.

"Yeah, he's kinda pathetic," Gwen said with a shrug.

"Oh, ow, that really hurt," Peter said sarcastically. "Say, you ever worried you'll cut your own webs with so much edge?"

"You ever worried you'll snap yours with that spare tire you carry around?" Gwen retorted.

Peni snickered to herself and Naruto couldn't help himself either.

"Touché," Peter relented.

"Okay that really much of an introduction, so I'm going to assume you are your world's Spider-Man?" Naruto guessed.

"That's pretty much what I just said," Peter said with a bored tone of voice.

Naruto pressed his face into his hands and took a calming breath. After a long and loud exhale, he turned to Gwen again. "This is getting weirder every day."

"You're telling me," Gwen muttered flatly.

"Okay," Naruto tried to compose himself. "Please tell me you've filled him in on everything?"

"Yep, sensed him earlier today. Found him as he dined and dashed, we talked, and here we are," Gwen briefed him. "I'm assuming you did the same with her?" She asked, thumbing in Peni's direction.

"Hey, I have a name!" Peni interjected.

"Met Peni on my way to Vision this morning. We went to go see Spider-Man's aunt May and now we're here," Naruto said, giving his own shortened version of the events.

"You went without me?" Gwen asked, clearly displeased.

"Well – "

"Yep!" Peni interrupted cheerfully, moving to stand beside him with a chipper smile. "We rode together in my SP/ /dr mech, and even stopped for a quick lunch!"

Naruto felt the hair on his arms rise and felt his senses activate, though not as strongly as usual. However, this time they warned him he was in danger, and Gwen was the source.

"Oh, really now?" She asked with a smile of her own. "You didn't think that maybe finding her was important enough to call me?"

"Ah, you see – "

"We had it handled," Peni once again interrupted. "With my brain and this dummy's brawn, I think we make a good team!"

"Someone's in trouble," Peter said following a mirthful chuckle.

Naruto couldn't help but feel he was right, though he wasn't entirely sure why. He cleared his throat loudly, "Well now that I've skipped another day, and my mom's going to kill me, why don't we focus on my training today?"

Now that he had May Parker's support, Gwen, and another Peter Parker, he figured his training would be the best he could receive.

"Yeah that's not gonna be necessary anymore," Peter dismissed. "Now that I'm here, we shouldn't need you, so you know, good luck."

"Good luck?" Naruto looked over at Gwen, who now appeared reluctant to meet his eyes. "Gwen?"

"It'll be too dangerous for you, Naruto. And unfortunately, we just don't have the time to train you properly," Gwen began tepidly. "I'm sorry."

Naruto felt his stomach drop. "But I can help! Someone has to stay behind him to finish destroying that collider once you guys return! Tell them, Peni!"

Peni also seemed suddenly reluctant. "She has a point. It'll be dangerous, Naruto."

"Yeah, and that's why I decided I'm going to stay," Peter said nonchalantly.

"You'll die if you do! I'm guessing you've glitched at least once already?" Naruto questioned. "Think about it, if you do stay, it'll only be a matter of time before you become too destabilized and die."

"Not if done within a certain time frame. Listen, kid, I get this is all new to you, and your body is going through changes. You're feeling all kinds of new things and you don't know why," Peter droned.

"I've got powers, I'm not going through puberty," Naruto deadpanned.

"Point being that you're just in no condition to help us. You'd just get in the way," Peter finished.

"Gwen, do you think so too?" Naruto asked.

Again, she was having difficulties meeting his eyes, and that was answer enough.

"Peni?" Naruto tried. "Remember what you were saying earlier? About helping me?"

"It's for your own safety, Naruto. You just aren't ready and we don't have much time. With the three of us, we should be able to get to that collider," Peni said.

On some level he knew what they were saying was true. However, more than that he believed he could help, if given the opportunity. Yet Naruto could tell they were not going to grant him that opportunity.

That angered him.

"Fine, I guess I'll figure this out on my own," Naruto said, storming out of his apartment, slamming the door behind him.

He made it a few strides before coming to a dead stop, his face devoid of emotion for two reasons. One, if he showed emotion, it would likely be either anger or tears, and he wasn't sure which would win.

And second…

"This is my house, so you guys get lost!" Naruto shouted after returning to find the three Spider-people sharing confused glances.

Anger had won out.

"Yeah, that makes more sense," Peter said, rolling onto his feet. He strode passed him, stopping to put an arm on his shoulder. "No hard feelings, kid. This is for your own good."

Naruto shook off his hand.

Peni approached him next, nervous eyes trying to find his own behind a half-drawn curtain of hair. "I'm sorry, Naruto, but if it makes any difference, I'll hack into your school's network, you know, so you won't get in trouble for skipping today."

Naruto truly appreciated the effort because his mother's reaction to once again skipping school had been looming in the back of his mind like an upcoming assignment. Still, he felt as though he was being abandoned by who he thought were his friends. Well, two of them at least.

But then he really shouldn't have expected any different. After all, they likely didn't care about him; not as much as he was beginning to care for them.

_It was always going to end this way. _

Peni left after his silence persisted, her head downcast.

Finally, Gwen approached him looking just as sorrowful.

"Naruto," She tried.

"Goodbye, Gwen," Naruto said.

Gwen stared at him for far longer than his weak constitution felt comfortable with before she finally turned away and began down the hall. She was near the corner when he remembered something.

"Gwen!" He called after her.

"Yes?"

"Here!"

Naruto did his best to ignore the life in her eyes and how it left them when he tossed her the webbers she'd given him just the day before.

He shut the door before they even landed in her hands, and promptly fell to the floor in a slump, cursing his weakness.

After about a half hour in which he certainly had not cried, Naruto pulled himself up. Pulling out his phone, he found he had a couple of missed calls from Miles, no doubt wondering where he was. But he was in no mood to speak with anyone. He shut off his phone completely and stared at the blackened screen for an unspecified time.

Finally, Naruto decided he needed some council with the only person he knew would listen to all of his troubles, and understand.

He found his father's grave easily even though he hadn't visited since his last birth day. His name was engraved on a silver plaque offering a brief glimpse to the man his father was.

Devoted husband, a father, and a brave officer of the law.

"What would you do, Dad?" Naruto wondered aloud.

Naruto wasn't sure what he was doing, knowing he was just talking to a plot of land. He didn't have to stare at the headstone to know his father was a brave and great man. If in the same situation, he knew his father would have no doubt accepted his responsibilities.

But he wasn't his father.

As much as he wanted to deny Peter, Peni, and Gwen's words, he knew they were true. He would only be a detriment. If he couldn't handle simple heights, he would be way over his head in a real fight and it was suffocating knowing that he had the power to help; he just wasn't ready.

"Why are you so down, son?"

Naruto felt his senses ignite once again. "Another one?" He muttered before turning to see another Spider-Man.

He was tall and seemingly devoid of all color and wore what seemed like a black spider-suit he wore beneath what felt like a heavy trench coat that seemed to blow in the non-existent wind. He also wore a fedora and what looked like large goggles.

While Naruto was stunned to see a new Spider-Man, he was even more surprised to see two large six shooters strapped to both sides of his hips.

"Mourning over the loss of family member, I see. I get it. I lost my uncle Ben when I was young. Was it your uncle too?" The man asked.

"No," Naruto shook his head before returning his attention back to his father's name. "It was my dad."

"I see. Did it happen recently?" He asked, standing in line with him to look down at the grave.

"Three years ago," Naruto said. "Let me guess, bitten by a radioactive spider? Something, something, a portal, and now you're here?"

"That's pretty much it," the dark Spider-Man said. "From your tone, I'm guessing I'm not the first Spider-Man you've met."

"No. So far I've met three others, you'd be the fourth," Naruto said.

"Make that five!" An enthusiastic voice chimed in.

From seemingly out of nowhere, a pig wearing a red and blue spider-suit swung in behind the other Spider-Man.

Naruto looked between the two, his expression flat.

"Yeah, it's a little shocking at first, but I am in the future right now, so I've gotten over it," the Spider-Man said with a shrug of his shoulders.

"Do ya wanna hear my backstory, kid?" The talking pig inquired enthusiastically.

"Does it differ much from his?" Naruto asked.

"Only a lot!" The Spider-Pig began. "I used to be a spider who was bitten by a radioactive pig! I go by Spider-Ham, by the way. Not to be confused with Spider-Pig."

"Ah, of course," Naruto said with a hum.

"What's wrong, kid? You seem more of a downer than tall, dark, and brooding here," Spider-Ham asked.

"I'm going to be brief and give you the short of it, because I'm getting tired of repeating it," Naruto said. "I just recently got my powers after being bitten by a radioactive spider. I was supposed to help bring Kingpin down, he's the cause of all of this, by the way. Well it turns out, with three other Spider-people, they decided they don't need me."

"You may not want to hear this, but it does make sense, son," the dark Spider-Man agreed. "Say, you wouldn't happen to know where they went?"

"No clue," Naruto said with a shrug. "And I don't really care, either."

"Aw, buck up, kid! Things may not seem fair right now, but I'm sure they're just trying to do what's best for you," Spider-Ham said.

That earned Naruto's slight attention.

"Or maybe they just don't like you," Spider-Ham concluded. "I don't know."

Naruto sighed and suddenly the rainclouds hanging over his head returned.

"Stick in there, son. I'm sure everything will turn out fine in the end," the dark Spider-Man said, patting him on the shoulder. "You'll find your way."

"Wanna piece of pie?" Spider-Ham asked, holding out a steaming pie he was certain he didn't have earlier.

"Ah, no, thanks," Naruto muttered.

"Suit yourself!" Spider-Ham said before devouring the entire desert in a single gulp and smacked his lips when he was done. "Well then, see ya around, kid! And keep your chin up!"

Naruto watched them both go, feeling numb to the appearance of yet another two Spider-people. After all, it no longer involved him.

He turned back to his father's grave and wondered what he would make of the situation. Of course, Naruto knew his father wouldn't have approved of his wanting to become Spider-Man. It would be dangerous and there was no denying it.

Yet, there was another, much more hopeful side of him that would have liked to believe his father would have been proud of his decision to uphold his promise to Peter Parker. He was a man of his word, after all and was the main source of his own creed.

Unfortunately, it was no longer in his hands. Naruto wanted to help, but they didn't want it. Though he understood, he could not pretend that it didn't hurt him. Especially coming from Gwen.

"What would you do?" Naruto asked.

But he knew the answer to that. His father was a brave man who didn't back down from danger to protect those he loved. He was a hero. He didn't need those at the funeral to tell him.

He still wanted to be Spider-Man, and he had every intention on keeping his word to Peter Parker in protecting his family. He would just have to leave stopping Kingpin to his more experienced counterparts.

In the meantime, he needed to train.

He just wasn't sure where to begin.

"I'll see you later, old man. I've got to figure some things out. But don't worry, I'm still looking after mom. She's been kind of a pain in my butt, but I still love her," Naruto said with a small chuckle.

With that, Naruto wandered about for the next hour, wracking his brain on how he could prove himself. May Parker had invited him to return, but that wasn't until night fell and he was never a patient person.

Naruto was scrolling through his phone, going through his contacts to call Miles when the first name to appear caught his attention.

Aaron, Mile's uncle.

He offered to teach him how to fight, and it was exactly what he needed in that moment.

Naruto dialed him and anxiously waited. After about three rings, a voice answered him.

"Yo, Naruto, what's up lil dude?"

"Aaron, I need a favor."

* * *

**Don't have much to say this time. Merry Christmas everyone!**


	6. Chapter 6

"You know, part of me is surprised, and kinda impressed you're here during school hours," Aaron said from behind the island table in his kitchen. "And another, hypocritical part of me feels obligated to tell you not to skip school."

"I just needed a break, ya'know?" Naruto muttered from his seat on the couch. "And I figured I'd take you up on your offer to teach me how to fight. That is if you have the time?"

"I've got something to do later tonight, but I've got a few hours to burn," Aaron said as he rounded the table, his arms crossed in visible skepticism. "But I gotta ask, why now?"

"What do you mean?" Naruto asked.

"I mean, something obviously happened. You seem tense, on edge. What? Someone take your lunch money?"

"Has that ever happened outside of movies and tv?" Naruto asked, deflecting.

"Well, maybe not so often with your generation, but in my day, you had something I wanted, I'd take it," Aaron announced, proudly making a fist.

Naruto suddenly felt nervous at the potential ambiguity of Aaron's character. He seemed like a nice enough guy. That was despite taking his nephew and his friend out to deface private property.

"Right, about the training?" Naruto pressed in an effort to avoid the subject.

"I'll teach you what I can in the time that I have, and my schedule's a little sporadic these days. Now, if you're okay with that, we can continue. Just know that I won't go easy on ya just because you're a kid or Mile's friend. That's just not the kinda guy I am."

"I don't need you to go easy on me," Naruto said, standing to meet the man's challenging gaze. He was done being looked down on. "I want to know how to fight so that I can protect everyone!"

"Everyone?" Aaron questioned with a quirked brow.

"Friends and family, mostly," Naruto specified, feeling somewhat embarrassed by his sudden proclamation.

"Ah, so you mean your old lady?" Aaron guessed.

"Old lady?" Naruto muttered ponderously. "You mean my mom?"

"Obviously. That is unless you've made progress with the blonde from your class?" Aaron asked with a wiggle of his brows.

"If only," Naruto sighed as his thoughts briefly strayed to Gwen. "And yeah, I mean my mom. Miles too, ya'know."

Though he cringed internally at what would happen if his mother ever discovered he referred to her as anything closely resembling old. She was liable to kick his butt, superpowers or not.

"My man!" Aaron clapped a hand over his back. "A little sappy, but I'm proud!"

Naruto smiled despite his previous mood and overall nervousness. There was something about Aaron's praise that lifted his diminished confidence.

It felt nice having someone who believed in him.

"Thanks," he muttered.

"No problem, kid. Now, I've been practicing a few disciplines over the years. This includes some good ol' fashioned Kung Fu, some Tae Kwon Do, Krav Maga, and Boxing. Each fighting style has their own positives and negatives. Of course, I'm by no means an expert in any of them; so, rather than fully devoting myself to one, I've come up with something of my own fighting style using a little of each. We'll start with the basics today and before you leave, I'll give you a training guide I had made up recently in case Miles ever wanted to learn," Aaron said.

Naruto's eyes were shining and his anticipation was only second to his determination to learn.

Maybe he wouldn't be able to help get Gwen and Peni home, as he promised, but he was determined to keep his word to Spider-Man. He would protect his family, and New York as a whole.

"That sounds great! Thanks again, Aaron, you don't know how much this means to me!" Naruto said.

Aaron's smile was tapered this time around as he placed a hand on his shoulder. "Don't mention it, Naruto. It's the least I can do."

"Let's get started!" Naruto exclaimed, eager to learn.

Aaron proved to be patient and surprisingly adept at teaching. Their lessons began with simple punches and kicks. Or so Naruto thought until he was shone there was much more to striking than simply throwing fists or kicking as if he was playing soccer.

"In a street fight, more often than not, the first to swing will be the winner, so long as you hit your mark. People often think they're tougher than they really are; use that to your advantage. One solid punch to the jaw or temple, and you're out. Unfortunately, this goes both ways, so you're gonna have to learn how to dodge. Now, keep those hands up and when I swing with my right hand, you dodge and weave like this," Aaron instructed, demonstrating himself.

Naruto paid close attention and successfully mimicked the action, easily avoiding Aaron's punches.

"Good. Now, I'll start off slow and increase speed as you get more comfortable. Remember, keep your eyes on mine but never take your attention off my hands. You can usually predict how someone'll swing by their stance and movement," Aaron continued.

Naruto did as he was told, finding it rather easy to predict Aaron's punches, even as they increased in speed and spontaneity.

"You're a natural!" Aaron praised as he continued to swing at him. "I'm gonna come at you harder now, ya ready?"

"Bring it!"

Naruto easily avoided the first couple of strikes before his senses flared and he managed to evade Aaron's continued onslaught. Before he knew it, it felt as if he was no longer training, but defending himself and it was exhilarating!

Suddenly, Aaron performed a spinning jump kick, which he could not dodge, and instinctively blocked.

"Oh shit, sorry!" Aaron immediately apologized. "Didn't mean to do that!"

"It's okay, I'm fine," Naruto said as he shook his left arm; the one he blocked the kick with. It didn't necessarily hurt but his forearm was tingling.

"I might have gotten ahead of myself, but damn, you're good! Like, really, really good! You sure you've never practiced before?" Aaron asked.

"Uh, no. It's just kinda easy, ya'know?" Naruto muttered sheepishly.

"You may want to consider taking up fighting as a profession then. I mean, I was actually trying there for a sec near the end but I just couldn't hit you!" Aaron continued, sounding astonished. "I know I've already said this, but damn, you're a natural!"

Naruto palmed the back of his head with a smile.

Aaron's phone rang and his own smile disappeared after he looked at the screen. "Give me a sec, I have to take this."

Aaron walked into his kitchen and Naruto made a point of approaching the window to look out at the city, pulling out is own phone. He felt his heart jump seeing he had a text from Gwen, but he couldn't bring himself to open it in that moment.

"What is it?"

Naruto tried to ignore the clearly hushed conversation his enhanced hearing was picking up as he sent Miles a text, making up a lie about a sudden upset stomach to justify his absence.

"Are you sure?"

He couldn't help himself on both fronts. He opened Gwen's text in an effort to respect Aaron's privacy.

_I'm sorry, Naruto. Please call me when you can. I want to talk to you before I leave._

Naruto panicked, wondering if Gwen's words were indicative that they had somehow found a way home so soon. He almost called her to confirm but something Aaron said caught his attention.

"Three of them, but how? The collider?"

For an instance, he wondered if he'd heard correctly and unfortunately, he had. There was no denying it.

"Fine, I'll find them."

Naruto locked his own phone and found Aaron digging through a shelve. Suddenly he felt on edge and wondered what the odds were that the man had anything to do with the collider. He also couldn't help but feel dread at the mention of three people and the collider.

Gwen, Peni, and Peter B. Parker came to mind.

It was a stretch and he knew it.

"Here!" Aaron said as he tossed something at him.

Naruto caught a tablet in his hands.

"That's the training guide I was talking about earlier. There's a lot of good sources and videos in there. Practice on your own and we'll train more when there's time. Something just came up," Aaron said. He was just as serious as he was when he answered the call.

"Everything alright?"

"If not, I'll make sure it is."

Naruto didn't like the sound of that.

But he had to know.

* * *

Against his better judgment, he moved to an empty and adjacent alley and dawned his mask and suit and stuffed his school clothes into his backpack.

He looked about the alley but couldn't find an ideal hiding spot. From above, he heard the sound of an arguing couple, making him look up. That's when the idea came to him.

He climbed the adjacent building's fire escape and began to ascend. He found a level with a chair and a small table with a murky ashtray.

"This can't be fire safety compliant, but it'll do," Naruto said as he looked in the through the window to find a darkened apartment.

After taking a seat, he peered over the edge at Aaron's own apartment and began to wait. After nearly a half an hour, Naruto began to consider what he was doing and whether or not he was jumping to conclusions, and wasting time.

It was getting late in the day and near the time he was supposed to be home was fast approaching. Being the end of the school week, he was given a little more leeway to say goodbye to his friends – friend – and pack his things.

But if he was late, especially after the week he'd had, Naruto feared his mother would hang him by the short string he was already on.

Naruto was about ready to leave but something told him to hold out a little longer. Though the longer he did wait, the more he began to convince himself that it was all likely a coincidence and he was worrying for nothing. After all, he couldn't think of any other reason why Aaron would be connected to the collider, or Gwen, Peni, or Peter. Let alone Kingpin.

Naruto was reading Gwen's text over for the umpteenth time with his finger hovering over the green icon to call her. He just didn't know what to say to her if he did; other than to warn her of a danger he wasn't sure was even real. However, the idea of speaking to her one more time before she left was certainly tempting.

Just as he was about cave in and call Gwen, his senses flared to life and he looked down to find the Prowler standing on the fire escape outside of Aaron's apartment. He pressed something on his wrist and down below, the dirty dumpster disappeared into the wall, and in its place, a motorcycle rose.

Naruto slapped his hand over his mouth to keep his breathing muffled and pressed himself against the wall as the Prowler mounted his motorcycle.

Then his phone began to ring, playing an 8-bit version of Spider-Man's theme song.

The eyes of Prowler's mask were white. He knew this because they'd just locked eyes.

Naruto knocked over the chair as he began to run up the steps until he reached the flat roof. Before he could breathe a sigh of relief, or even consider the implications of what he'd just witnessed, he heard the metallic clatter of rapidly approaching footsteps.

Not a moment later, the Prowler leapt into view.

Naruto began running across the building and jumped. It was only when he was halfway between two apartment buildings did he realize he had jumped from one to another. And before he could even think to panic, his feet hit the loose gravel on the roof, coming to a sliding stop.

"Holy shit! That actually worked?" Naruto said in disbelief. He almost forgot why he had jumped until his senses flared again and he saw the Prowler standing on the other rooftop, his menacing mask contorted into a dangerous glare.

"Another Spider-Man? Where did you come from?" Prowler asked in a low, robotic voice. His head was tilted, as if confused yet his demeanor remained threatening. That's when he opened his hands to reveal glinting claws.

Naruto's feet slid again as he began to run, this time to a rooftop entrance of the building he was on. It was locked so he tore the door opened and off its hinges. He found himself inside a narrow and spiraling stairway. Above he heard quickly encroaching footsteps, so before his own actions fully registered, he jumped again.

Naruto saw the floor numbers blur by his vision, beginning on the ninth floor, he caught himself on the fourth. Unfortunately, his relief was momentary as the metal guardrail groaned and snapped beneath his weight, sending him falling the last four floors.

He fell on his back with a loud thud and gasped as he felt the air leave his body in one violet exhale. Above, he could see the Prowler glaring down at him. Naruto took that moment to try and catch his breath, knowing he had at least nine stories between them.

That was until the Prowler jumped.

Naruto cursed again as he rolled to his feet, bursting through a rather busy lobby of the apartment, ignoring the gasps from those around as he continued to run as fast as his feet would carry him.

He didn't have to turn around to know he was still being followed by the Prowler. His senses alerted him of the danger coming from behind, prompting him to run even faster, through traffic and by startled passerby's.

He couldn't help but regret his choice to give Gwen her web-shooters back because he really could have used them to make a quick getaway because if his senses could be trusted, the Prowler was quickly gaining on him.

A cacophony of horns and angry curses sounded as Naruto ran down a busy street packed with near standstill traffic, occasionally jumping from rooftop to rooftop of the cars.

"Watch where you're running! I just had this thing cleaned!" An old man with dark blue aviators shouted at him, shaking his fist at him through his open window.

The voice sounded oddly familiar, Naruto thought in passing as he continued to run. Suddenly, he felt his senses stop flaring and he risked a glance over his shoulder, only to find the Prowler nowhere in sight. So, he continued running, jumping onto the side of a moving bus and climbed through an opened window.

"Look mom, Spider-Man just climbed through the window!"

Naruto looked at the little girl wearing a pink Spider-Man mask pointing at him in awe. Beside her, her young mother merely hummed her acknowledgment but didn't look away from her phone.

Naruto quickly looked about the bus to find most people on the bus had their heads down, also on their phones.

Despite this, Naruto had the wherewithal to keep his mask on, just in case anyone had seen him. To his fortune, he was not the only one on the bus wearing a full Spider-Man suit, so blending in became that much more viable in case the Prowler was still somehow following him.

Naruto grabbed his own phone to call and warn Gwen, but found it was cracked and flickering. He managed to find Gwen's number and called.

"_Naruto! I_ – "

"Gwen, meet me at May Parker's house!" Naruto whispered into his phone. "Peni should know where that is."

"_What are you_ – "

"Just do it!"

"_Naruto you're not _– "

His phone shut off before anything further could be said and it did not come on again despite his efforts.

"Shit," Naruto muttered and slumped into his seat as his subsiding adrenaline, and the weight of his discovery, began to weigh on him.

Miles' uncle Aaron was the Prowler.

Naruto decided to go back to May's house knowing if anyone could help him, it was her.

By the time he made it to May Parker's home, the day was coming to its end and he chose to willfully ignore the trouble he was going to be in by the time he made it back to his own home. However, the safety of Gwen and Peni were his top priority in that moment.

His fist hovered over the door, ready to knock, but something was keeping him from doing so.

It was doubt.

Once again and despite his best efforts, Naruto found himself feeling unsure and alone in the chill of the evening. Spider-Man seemed to believe in him, for however briefly he knew him, but no one else did. Not Gwen, Peni, or even Mary Jane herself.

After his encounter with the Prowler, in where all he could do was run in fear, he was no longer certain either. After all, how was he supposed to take on the Kingpin if all he could do was cower.

"You just gonna stand there?"

Naruto blinked to find May Parker standing in the doorway with a warm and welcoming smile.

"I…"

"You seem troubled, Naruto. Why don't you come in and we'll talk about it?" May said, standing aside and motioning him in.

He could feel the warmth radiating from within the home, both physically and metaphorically. Naruto wanted nothing more than to embrace the feeling, but couldn't shake his inner turmoil.

"Why?" Naruto asked as he looked directly into her steely blue eyes. "Why do you believe in me?"

She had, after all, offered to help him.

Her smile was somehow both patient and understanding, and just what he needed. "Come in and I'll tell you."

Naruto followed her inside, taking off his mask.

"You remind me a lot of my Peter, you know. He was about your age when he first got his powers," May said as she picked up a picture frame to show him.

It was one he failed to see earlier. In the picture was a younger May and an equally kind looking man, with a teenaged Peter standing happily between them. They looked like the perfect picture of a happy family.

"My Peter was too nervous to tell me anything. Thought he had to take on the world by himself. He was more like my husband than he would ever realize in that they were both stubborn," May said with a ruthful chuckle. She continued to stare at the picture. "Do you know how I found out he was Spider-Man?"

"How?" Naruto asked. He was enthralled and always willing to learn more about his hero.

"After a close encounter with Rhino, he was hurt; badly," May began, wiping a stray tear from her cheek. "Of course, he couldn't go to the hospital and once upon a time, I was a nurse. I nearly lost him that night."

"I'm sorry to hear that," Naruto said, leaning forward, he took a hold of May's hands. "He was very lucky to have such an amazing person like you in his life."

"Thank you, Naruto. That means more to me than you know," May said, patting his cheek affectionately. "Anyways, once I was aware, he couldn't get rid of me. And now neither can you."

Naruto leaned back in his seat with a sigh. "I… thank you for your support, but I still don't understand why you believe I can actually be Spider-Man? I'm not very brave and I can't fight. Not to mention I'm not very good with heights. I mean, how can a Spider-Man be afraid of heights?"

"My Peter was the biggest wimp when he was a boy," May giggled. "He confided in me his doubts when he first became Spider-Man. They were the same as yours are now, you know. Give or take some girl trouble."

Naruto almost agreed to having said troubles, until he realized that neither Gwen or Peni were remote possibilities for various reasons.

Then he wondered why Peni came to mind in the same thought as Gwen.

"How did he deal with them?" Naruto asked, taking his mind off of such unwanted thoughts.

"The same way you will. Earlier, you asked why I believe in you. Well, I believe in you because when you promised to protect both myself and Mary Jane, you believed in yourself," May said with another heartwarming smile. "Now, I don't know what's happened to make you doubt yourself so much, but just know that my son believed in you. I believe in you. You can be the next Spider-Man; you just have to believe it."

Naruto felt a sudden surge of inspiration stemming from May's words and stood to his feet. "I can be Spider-Man?"

"Of course, you can!" May encouraged.

"Yes, I can do it!" Naruto announced and that time, he really did believe it. "Thank you, May."

"Please, call me Aunt May," she requested, standing to her feet with open arms. "That is, if that's okay with you?"

"Sure thing, Aunt May," Naruto said, finding the words come easy, as well as the hug.

"Good," May said after parting. "Now, if you don't mind my asking, what had you so worked up earlier?"

"Oh," and just like that, Naruto felt his enthusiasm fall away with concern taking its place. "I just found out that my best friend's uncle is the Prowler."

May became just as serious as he. "How do you know this?"

"I was at his place earlier. He was teaching me how to fight because… well, he was just teaching me when he got a call. With my new and enhanced hearing, I was able to hear as he spoke with someone about three people and a collider. It was too much of a coincidence to ignore. The mentions of a collider were enough to make me suspicious, and I couldn't ignore the mentions of three other people. I was sure he was talking about Gwen, Peni, and Pe – " Naruto stopped himself before he said the name.

"Peter?" Aunt May finished uncertainly.

He couldn't bring himself to lie to her, if even for her own sake.

"We never really got to talk about it earlier, but Peni Parker, my friend from earlier, she isn't from this universe. It has something to do with the collider and she isn't the only one," Naruto began.

"I don't think I follow," Aunt May said slowly, sounding nervous.

"I don't exactly know the specifics, but when Peter, your Peter, came into contact with the collider, I think it sent some sort of signal to other universes. Universies? Anyway, this pulled in others with similar genetics, powers, maybe? I don't know the specifics, just what Gwen, Peni, and I've theorized," Naruto said.

Aunt May sat down again, looking confused. "You're saying there are other Spider-Men here? Another Peter?"

"Spider-People. Peni has a psychic link with her spider and mech. Gwen was the one who was bitten by a radioactive spider in her own universe. As for Peter B. Parker, well, I don't know much about him because they all kinda ditched me, but they should be coming here soon," Naruto finished.

Aunt May looked up at him. "Really, here?"

"They should be. My phone's broken, but after learning about the Prowler, I managed to call Gwen. They should be here soon. Also, there are two other spider-people that might be with them for five in total. One's dressed in all black and seems straight out of the fifties, or whatever era that was. The other… well, I'll let you see for yourself," Naruto said.

"I see. That is a lot to take in," Aunt May said. She took a deep breath before standing to her feet again with a smile. "While we wait, why don't we get you outfitted with a proper suit?"

"Proper suit?" Naruto asked.

"No offence, dear, but you can't necessarily be a proper Spider-Man wearing that, now can you?" Aunt May asked with a teasing smile.

Naruto looked down to his semi-dirty suit. A part of him didn't want to get rid of it because of who gave it to him, but the idea of having a suit of his own was something of a childhood dream.

* * *

He was confused when Aunt May led him outside to the shed, which turned out to be an elevator, leading to what could only be classified as an underground lair.

"No way!" Naruto exclaimed, awestruck at what he was looking at.

He was in a large room with seemingly endless space as, with what looked like spider-webs shimmering in the dark. In the same space there were elevated platforms. Some held massive weights, while another had a Spider-Man themed jeep and motorcycle. Lining one of the walls was a large, multi-screened computer. Opposite that were at least twelve spider-suits, each incased in individual pods.

"Pretty cool, huh?" Aunt May asked with a smirk.

"Yeah! But how? I thought being a super-hero doesn't really pay?" Naruto asked.

"Normally it doesn't, but Peter was a smart business man. Through Shield, he was able to license his image, which of course paid for all of this," Aunt May explained as she took a seat at the computer.

"What's Shield?" Naruto asked.

"Don't you worry about that now. Let's get you outfitted first," Aunt May said as she began typing away on the computer. Off to the side, a door seemed to materialize from a wall. Inside was a small white room with a single mirror. "Step inside and strip down to your briefs. Your spider-suit needs to be special made, otherwise you'll find web-swinging and other such maneuvers hard to accomplish."

"Actually I wear boxers," Naruto cleared his throat awkwardly after having realized what he'd just said, "but you probably didn't need to know that."

He made his way into the changing room, glancing nervously at Aunt May.

"Don't worry, I won't peek," she said humorously.

The door shut behind him and he set his backpack down. He began to unclothe, removing his top and then the undershirt he wore beneath it. He neatly folded and placed it within his backpack and when he looked up, he saw himself in the mirror for the first time since bitten.

He almost couldn't believe what he was seeing. His mother said he looked taller and his tight clothing proved as much, but he had muscles! Naruto ran his hands over his biceps, and then his pectorals, and finally his abdomen. All of which had been flat before, were now pronounced.

"I'm hot!" Naruto all but shouted, and then immediately blushed realizing what he had just said. He only hoped Aunt May hadn't heard him. He quickly pulled of his spider-suit bottoms and pants after.

"What now?"

There was no answer.

"Aunt May?" Naruto called out.

"Who are you?"

Her voice was faint but sounded surprised, almost scared.

"Aunt May! What's going… on?"

Without thinking twice, Naruto rushed out to find Gwen, Peni, Peter B. Parker, the dark Spider-Man, and Spider-Ham.

"Hello again, son," the dark Spider-Man greeted him with a two-finger salute.

"We found the one's you were talking about!" Spider-Ham said, waving at him excitedly. "Good news, I'm pretty sure they don't hate you! At least not the girls here."

Peter was hugging Aunt May while Gwen and Peni both stared at him, wide eyed and blushing. Behind them, SP/ /dr was waving at him with a smile displayed.

"You guys are finally here," Naruto said, taking a moment to wave back at the mech.

"I…" Gwen trailed as her eyes roamed him.

"We…" Peni muttered, doing the same.

Both of their faces were red.

"Woah, why're you naked in my aunt's place?" Peter asked.

"Your aunt? She's my aunt!" Naruto shot back.

"Since when?" Peter asked, approaching him.

"Since like, twenty-six minutes ago!" Naruto said, moving to meet him.

"That's oddly specific!"

"I'm an oddly specific guy!"

They were almost face to face, with Peter just being taller by half a head.

May stepped in between the two. "Boys, please! Peter, settle down. I'm getting Naruto fitted for a suit. Naruto, please go back to the fitting booth; you're going to make the poor girls faint."

"Whatever," Peter huffed, turning away with his arms crossed and a scowl.

"Why would I make them… oh?" Naruto looked down when he felt a breeze strangely coming from the dark Spider-Man and realized he was shirtless and without pants. "Oh."

Gwen and Peni were both still staring at him. Gwen's cheeks were much darker than usual, he now noticed, and he could have almost sworn to see a small trickle of blood from Peni's nose.

"Back in the booth, Naruto," Aunt may said with a knowing grin, gently urging him away. "Your suit should be done within the hour once scanned. Any requests?"

"He likes orange," Gwen muttered in something of a semi-trance.

"Hot," Peni droned. Behind her, SP/ /dr looked confused.

"Right, I'm naked," Naruto muttered calmly before not so calmly sprinting back to the booth with his own blush. "Oh, and orange's good!"

After a few scans, he was clothed once again, but reluctant to face the others. Not for his exposure, though that certainly played a role in it.

Taking a deep breath, Naruto exited the room to find Peter and Aunt May, speaking amongst themselves off in the corner. Peni was seated crossed legged atop SP/ /dr. Speaking with the dark Spider-Man and Spider-Ham.

Gwen seemed to be waiting for him near the door. "Hey," she began nervously.

"Hey," Naruto repeated as evenly as he could. "I called you here because I just learned that my friend's uncle is the Prowler, and it sounds like he's after you all."

"Yeah, May filled us in while you were in there," Gwen said.

"Good," Naruto said.

Naruto was finding it hard to maintain eye contact with Gwen.

"You understand why I did, what I did, right?" Gwen asked.

Naruto crossed his arms and sighed. He knew the conversation was coming. "Yeah, I do."

"So," Gwen trailed.

"So what?" Naruto asked.

Gwen looked down. "Do you forgive me?"

"Look, Gwen. There isn't anything to forgive. You guys don't think I can do this, and I can understand why. But that's not going to stop me from being Spider-Man," Naruto said, looking her in the eyes with the conviction Aunt May's belief in him fueled.

"It's not that I don't believe in you, Naruto. Or that I don't think you can't be Spider-Man. It's just that… " Gwen seemed to have trouble finding the words she was looking for.

"It doesn't matter. You'll all be gone soon enough anyways; I won't bother you anymore," Naruto said, walking past her, feeling his resolve to remain indignant waver.

"Naruto," Gwen called after him but he continued.

"Sorry to interrupt, but I'd like to know what we're going to do next?" Naruto asked.

"Woah now, what's this we, business? I thought we've already decided you're not going to help us," Peter said.

"Peter," Aunt May warned.

"I don't care what you have to say and I don't need your permission. This is my city. Once you're all gone, it'll only be me. Now, I promised Spider-Man I would look after his family, and I promised myself I'd protect my city. I also promised I'd get Gwen and Peni home, and I always keep my promises," Naruto said, meeting the man's eyes all the while.

"Oh yeah? And how do you plan on doing that?" Peter asked, sounding much less confident and condescending that time.

"I've already offered Naruto my help," Aunt May said, moving to stand beside Naruto, crossing her arms. "I'm going to give him a suit and some web-shooters. My Peter had a litany of training programs in his computer that are now at his disposal, as per my permission."

Peter looked like he wanted to argue, but didn't in the end. "Fine."

"Well now with that out of the way, and that you're all here, I believe introductions are in order," Aunt May said, pushing both Naruto and Peter where the others were.

Peni waved at him, shyly this time, and Naruto offered her a small smile and returned her wave. He had known her for less than Gwen, if only by a couple of days. Though she had, in passing, offered her own help, it wasn't to the same extent. She had also saved his skin by covering his absence at Vision, as she promised.

Though by now, his mother was likely looking for him, but Naruto decided not to think about that.

Peni's beaming smile was rewarding.

Gwen's anger was confusing.

"Oh! Me first! Me first!" Spider-Ham exclaimed as he waved his hand.

"Go ahead," Aunt May said, sounding somewhat nervous by the talking animal.

As Spider-Ham introduced himself, and his origins, Gwen moved to stand beside him.

"So, you're okay with short-stuff there, but you're still mad at me?" She asked in a harsh whisper.

"I'm not mad at you, Gwen. And she didn't promise to train me, only to ditch me," Naruto responded evenly.

"I guess I'll go next," the Dark Spider-Man began.

"It was for your own good!" Gwen continued in a harsh whisper. "Naruto, you've only just gotten your powers and we're running out of time. I'm sorry, okay, but don't pretend you don't understand. You're smarter than that."

Naruto felt his face warm at what he wasn't sure was her praise. "I just wanted to help you."

"Yeah, I'm gonna go ahead and call you Spider-Noir," Peter chimed in. "Because I'm Spider-Man and with your getup, it fits, you know?"

"That's fine," Spider-Noir said with an uncaring shrug of his shoulders. "But what's a noir?"

After a brief and mostly unsuccessful attempt to explain himself from Peter, Peni was next in her introduction.

Beside him, Gwen sighed. "So, what, that's it? You're not going to forgive me?"

Naruto looked at her and felt his heart wrench at her saddened expression. "There's nothing… I'm not…"

He didn't know why it was so hard to find the proper way to prove he really wasn't angry at her. He never was. He was only trying to avoid the inevitable.

"Well since the kiddies are having a lover's quarrel, I'll go ahead and go next," Peter announced rather loudly.

Gwen stepped away from him, leaving Naruto knowing he'd made a mistake in the way he was behaving.

Once Peter's rather lackluster introduction was done, they all looked to Gwen for hers.

"I'm Gwen."

The group was silent as they waited for her to continue, but she never did. She only crossed her arms with a remaining frown aimed off to the side.

"Uh, is that it?" Peter asked.

"Stacey."

"Ah, so we know her last name now, I feel informed," Peter said sarcastically.

"Like yours was any better?" Gwen bit back.

"Okay," Aunt May elongated the word awkwardly. "You're up, Naruto."

"My name's Naruto Namikaze. My likes, dislikes, and dreams for the future are – " He paused and shook his head. "No wait, wrong introduction. Uh yeah, ya'know; I was bitten by a radioactive spider a couple of days ago and now I'm just here, trying to do my best. Even if you guys don't want my help, I'll do what I can to get you all home."

"Yeah, how do you plan on doing that?" Peter asked skeptically. "We went to Doc Ock's to get the blueprints to the collider so that I could find a way to reverse it and get us home."

"You mean so that _I_ could find a way to reverse it and get us home," Peni butted in.

"Point is, we're good. We're going to find that collider, plug this here goober in the machine once I fix it – "

"Once I fix it," Peni once again intruded. "Which I wouldn't need to do if you hadn't dropped the first one in your soda!"

"Once Peni fixes it," Peter continued undeterred. "Then we'll all be going home. We don't need your help."

"Peter," Aunt May began in warning.

"What? It's true! Or are we all supposed to pretend a short speech and a costume's all it's going to take? The kid's in way over his head here. These are real life bad guys we're dealing with here, and trust me when I say they won't hesitate to kill him when he inevitably screws up!" Peter finished harshly.

"You don't have to be such an asshole!" Peni shouted from atop her equally angry SP/ /dr.

Naruto felt his ears burning from both embarrassment and anger at being presented the harsh truth. All he wanted to do in that moment was disappear.

"Woah, where'd the kid go?" Spider-Noir asked.

Everyone was looking for him as if he wasn't there. Naruto was about to curse at their unnecessary cruelness, but then realized he could see through his own hands.

He was invisible.

"I'll be back for my suit when it's ready, Aunt May," Naruto announced as he stalked over to the elevator, feeling that despite the new discovery of yet another power, he needed to cool off.

"Naruto," Aunt May called after him softly.

As did Peni but he continued on.

Peter wasn't entirely wrong in his criticism and yet, Naruto had no intention of giving up despite his biting words. On that same end, neither was he willing to force things or grovel. He would come back when they were gone.

Naruto stepped out of the shed, only to stop in his tracks seeing Mary Jane standing in the yard.

They stared at one another and she looked angry.

"Mrs. Parker, I didn't mean to trespass, I swear. Aunt – erm, May, I mean, Mrs. Parker, the other Mrs. Parker, invited me over to – "

"I'm sorry."

Naruto was not expecting an apology.

"W-What?"

"I'm sorry for everything I said earlier, Naruto. I should have never doubted you. Especially after offering to do something so selfless as protecting May and I. It just, it hurts, you know?" Mary Jane continued as she slowly approached him.

"I do," Naruto admitted.

"Will you help me then? Will you please help me put an end to the suffering Kingpin invokes on everyone?" Mary Jane asked as she looked up at him. "Will you please help me stop him?"

Naruto looked into her teary eyes and suddenly, the world came crashing down around him. Along with it a calming sense of clarity at the reminder of what was really important beyond his fractured ego and his capricious need to prove himself to others.

His promise to Spider-Man, and his responsibility to his own powers.

"I will."

Mary Jane surprised him with a sudden hug.

"Thank you."

Naruto hugged her back.

After a few moments, Mary Jane pulled back and wiped her eyes. "Sorry," she meekly apologized.

"No need," Naruto said.

"Do you mind if we go inside? It's kind of cold out here and there's a few things I'd like to discuss with you," Mary Jane said. "It's about the Kingpin. I've been doing some research and I think I may have an idea on just how we can stop him."

"Sure," Naruto agreed.

* * *

Down below, Gwen was fuming.

"Well, got to give it to the kid, he's got spirit," Spider-Noir said as they all stared at the large monitor showing the interaction between Naruto and Mary Jane. "Given time, I think he'll make a damn fine hero."

"Yeah," Peni agreed airily and with an oddly pleasant smile as she drew lazy circles on a confused SP/ /dr's face.

That frustrated Gwen further and she couldn't understand why.

Why was Naruto being so stubborn? Why didn't he forgive her and understand that she was just trying to keep him safe?

Why did her chest hurt whenever he smiled at Peni, or hugged Mary Jane?

"MJ," Peter muttered softly.

"Why don't we go over our plan to get to that collider?" May said, turning off the monitor just as both Naruto and Mary Jane entered her home.

Gwen barely listened to the ongoing conversation as she looked at her phone; at her wallpaper with a small smile she couldn't contain despite her mood. It was the picture she had taken of Naruto wearing that dumb fox mask she had gotten him.

Her own eyes were focused on those dumb pair of blue eyes that pierced through the mask, and through her when they were angry at her.

Again, she asked herself why he had so much of an effect on her? For better or worse.

Why did she like seeing his goofy smile spread those whiskered cheeks?

Why did he make her laugh at the most mundane of things?

Why, since first losing her best friend, did simply being next to him brighten her day?

Why didn't they have more time to make things right.

Most importantly, why did she have to leave him?

* * *

**Hey guys. Sorry for taking so long to update. A lot has been going on lately, some bad, but most good. Everything should be settling down now, given me more time to write!**


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